


You're Like Me

by the17thtearoom



Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: BAMF Gwen Stacy, BAMF Peter Parker, F/M, Fluff and Angst, Gwen Stacy Lives, Gwen Stacy is Spider-Man, Identity Reveal, Idiots in Love, Mutual Pining, Peter Parker Needs a Hug, Post-Captain America: Civil War (Movie), Pre-Captain America: Civil War (Movie), Pre-Spider Bite Miles Morales, Protective Peter Parker, Protective Tony Stark, Secret Identity, Slow Burn, Spider-Man: Homecoming (Movie), Tony Stark Has A Heart, Tony Stark Has Issues, Tony Stark Needs a Hug, gwen is not, peter is having it, tony will not rest until he has adopted each spider-child
Language: English
Status: In-Progress
Published: 2020-10-26
Updated: 2021-03-08
Packaged: 2021-03-09 00:07:14
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 19
Words: 84,297
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27045469
Author URL: https://archiveofourown.org/users/the17thtearoom/pseuds/the17thtearoom
Summary: Peter Parker and Gwen Stacy both got bitten, weeks apart, and one additional Spider-Person in New York made the world shift to accomodate the change. They kept their identities a secret—even from each other—but when Tony Stark showed up and whisked Peter off to Germany, things got complicated.Peter wanted to be an Avenger. Gwen did not. Tony never had a headache like them.
Relationships: Gwen Stacy & Tony Stark, Minor Harry Osborn/Gwen Stacy - Relationship, Peter Parker & Gwen Stacy, Peter Parker & Tony Stark, Peter Parker/Gwen Stacy
Comments: 330
Kudos: 326





	1. Mother Nature, Comin' At Ya

**Notes for the Chapter:**

> I hope there's still an audience for this ship! (I'm kind of worried that there isn't.) And if you're cautiously curious, please give this story a chance to draw you in.
> 
> Every chapter title is a line taken from the album Zeros by Declan KcKenna.

Some people could predict change on the air. Sense when their lives were about to be turned upside down. Gwen Stacy wasn't one of them.

Life had a funny way of leaping out from behind a bush and punching her in the face. When her little brothers came along. When her cat, Mr Mistoffelees, went off to live on a farm. (That one took her a while to riddle out.) When her best friend Minty went behind her back to steal the role of Swan Princess out from underneath her. Gwen got kicked out of the ballet group for punching her on the nose, but Minty got kicked out of the Gwen Stacy Trust Circle, so who was worse off, really?

But the spider bite was the worst by leaps and bounds.

It took her almost a week to recover from the post-bite sickness and to realise that the strange changes which overtook her would not just disappear, as she had hoped for five nights straight, curled up in her bed with her too-strong hands clapped uselessly over her ears.

The fifth night passed, and in the early light of a new day, she felt at the fading bite on the back of her neck with resignation.

"Well Gwen," she said to herself, "now what are you gonna do?"

Looking down at her hands, then further down at her pyjama-clad legs, she weighed her options. Best, surely, to know exactly what she was now capable of?

She jumped, straight up and much higher than she ever could before. The palm of her hand flattened with a smack against her bedroom ceiling. She stuck in place. Wiggling her palm experimentally, she stayed stuck. Firmly.

It was then, dangling from the ceiling by the skin of her hand, that she realised she couldn't get down.

_"Crap!"_

It was a quiet expulsion, meant for no one but herself, but her dad's dumbass-radar must have picked up on it, because seconds later, as she continued struggling, a knock came on her door.

"Gwen? You awake, slugger?"

 _"I'm okay!"_ she cried, waving her free hand uselessly at the door as if to magic him away. _"Don't come in!"_

Her feet were dangling three feet off the ground and there was _no_ reasonable way to talk her way out of _that_. She gave another insistent tug but when the paper began to tear her eyes blew wide.

"Are you sure? You sound distressed, Gwen."

 _"It's just cramps!"_ she screeched. "Everything is _fine!"_

The rip in the ceiling paper grew larger, with creeping slowness.

"You want me to bring you a heat pack?" her dad asked after a small pause.

Gwen took several deep breaths. "No, thank you," she said. "I'm fine dad."

The rip was now, decisively, a tear. Gwen was going back down to Earth again one way or another. Hopefully without bringing down an entire ceiling. She tried to part her hand from the paper, but the grip _would not_ loosen.

She heard her dad retreat back down the hallway, breathed a small sigh of relief—

And went crashing to the hardwood floor of her bedroom with an _oof_. A patch of the ceiling paper came down with her, still attached to her hand. Before she had even pushed herself into a sitting position, her dad was barging in.

"Gwen!"

There was a pause of silence. Grimacing, she look up at him, and saw his eyes fixed on her hand. His lips had gone thin.

 _"Gwen._ What have your mother and I told you about performing experiments in your room?"

She groaned. "To not?"

"Are you alright?" He crossed the room and pulled her back to her feet, looking up at the bare patch on the ceiling with a frown. "What happened?"

It wasn't like she could admit the truth. _I got bitten by a spider and developed spider powers. What are we going to do about this?_ With a sigh, she covered her tracks.

"I was running a chemical test."

Predictably, the confession landed her in hot water with her parents. _No more home experiments. No seeing friends outside school. No drum practice._ All banned for the next week. That meant a lot of time hanging around the apartment, bored out of her mind.

A lot of time spent bored out of her mind tempted Gwen to keep exploring her power.

The scrap of paper came unstuck from her hand while she was in the shower, and then she spent the rest of her day trying to test herself. Come nightfall, she was bursting with energy, so, tying on a pair of trainers and throwing a pink and white sweatshirt on over her top, she climbed out of her window, onto the fire escape, then up to the roof.

The wind blew hard enough to sting, she was so high up, but looking down to the toy city below, she didn't feel any sense of vertigo. She felt _great_.

With her dad out at work and her mom meeting friends for a late dinner, Gwen spent the rest of the night bounding around the rooftop.

She felt _unstoppable_.

At school, she zoned out while Cindy was reading her a new song she had written; three classrooms away, someone had just flicked a coiled spring back into their own eye, and they were stomping around shrieking at the top of their lungs.

Gwen's lips twitched.

Then someone smacked her on the arm. She jumped, blinking like an owl.

Cindy Moon was scowling at her.

"Have you heard a word I just said?"

"Of course I—Of course!"

"Because this song means a lot to me, Gwen. Are you going to pay attention during practice tomorrow?"

She held back a wince. "I uh—Got grounded."

"What?"

"I can't go to practice again until next week. I'm sorry, Cindy."

"You got _grounded?_ What for?" Whether Cindy was indignant on Gwen's behalf or her own, Gwen didn't know. But she didn't wait for an answer. "This is typical! I've been doing so much writing recently! I filled a notepad with new songs, and there's no one to even practice with."

"No, what about Mary Jane?"

Cindy huffed and started stabbing the desk with her pen. "She's at theatre practice every night until the play goes on. It's in two weeks time."

"I forgot about that," Gwen admitted.

Cindy cast her a dark look, sighed, and tossed her pen to the desk top. "Never mind. Just don't get in any more trouble, okay?"

"Cross my heart and hope to die," she said.

"Or I'll stick my pen in your eye."

The girls caught each others' eyes for a long moment, then started laughing. Mr Liu arrived a few minutes later, successfully called for silence after two minutes of trying to make his soft-spoken self heard over the ruckus, and they got down to work.

After school, she was due for her tutoring session.

This was something she had to bargain for when the terms of her grounding were hammered out. The kid was two years below her, and smart as a whip, but his recent move to Midtown meant he still had catching up to do. That was Gwen's job to oversee.

Miles Morales smiled when she walked into the library.

"Hey kid! You ready to kick biology's ass?"

"Sure am, Gwen." He gave her an assessing look, then asked, "You been busy lately? Trying out for track or something?"

Slinging her bag onto their shared table, she tilted her head. "Not so much. Why?"

He stared at her for a long moment, before his brow creased in a frown.

"Your face," he said, turning to open his textbook. "You've got windburn."

* * *

Her cheeks were irritable to the touch for the rest of the day.

Even though by nighttime her skin was totally healed, she decided that she couldn't keep running across rooftops with no protection. She fished a white ski mask from the back of her wardrobe that she still had five years after the family trip to the French Alps, and pulled it on for size, pulling a slight face at the stale smell. If it worked, she could wash it.

The fit was tight—her mom bought her the mask when she was _nine_ —but Gwen could breathe just fine. If she pulled the hood of her pink and white sweatshirt up over the top, no one could even see the ends of her blonde hair poking out. To protect her eyes, she shoved on the ski glasses to match.

When Howard and Phil were both put to bed that night, she pushed open her bedroom window, crawled onto the fire escape, and from there went up a couple of floors to the roof. With a shaky breath, she took stock of the city.

It stretched out in all directions like a giant grid, and Gwen wondered where to start. She looked down, and then at the next building over, wondering if, with a sufficient running start, she could make the jump.

She did.

For several nights, Gwen had the run of Brooklyn's rooftops to herself, and found her sense of location got stronger and stronger the more she continued to venture. She could tell North from South as easily as she did up from down, and this realisation gave her as great a thrill as any other made over the last couple of weeks.

A sense of direction like hers opened up a world of possibility.

Naturally, eventually, she ventured outside of Brooklyn's boundaries. It never occurred to her that when she did, she might encounter the same vigilante her dad complained about with increasing frequency over breakfast every day.

It happened on the roof of a deli in Queens. One minute she was bounding around, the next, a red and blue figure was swinging nearly straight into her path. They both veered sharply to avoid collision.

"Watch it!" _"Hey!"_

They stopped, and stared at each other.

_"You're like me."_

Shock rippled through both of them. Gwen didn't even known how she could tell, but the guy she was pretty sure was Spider-Man had the exact same reaction. She was recognising one of her own... What? Kind? Was she her own type of _kind_ now? And if she was, how did he end up in the same position? Was he an Oscorp employee? He was very short for a grown up.

Probably-Spider-Man was the first to snap out of the shared haze.

"Oh, _wow_. This is so cool! I can't believe I'm not the only one!" His voice seemed suspiciously young, and muffled through the mask he wore. "Did—Could you sense me? Is that how we met tonight?"

"Wha— _No!_ Did _you_ sense _me?"_

He shook his head. "I was just swinging by on my patrol route." He looked her up and down. She repressed the urge to fiddle with her clothes, to make sure she was fully disguised. "What's with the mask?" he asked, bouncing in place as all that energiser bunny energy returned.

"Stops me from getting windburn." She cleared her throat and pitched her voice deeper. "What about you?"

He stopped bouncing. "Oh yeah," he said, doing the same thing as her. "Same here. Uh, windburn."

She narrowed her eyes at him. "Are you sure about that?" The strange devices clapped to his wrists suggested he was up to something a bit more extreme than she was. Something... Spider-Manny.

"Sure, I—Totally! That's all I was uh, doing."

"My dad has been talking recently about some guy who's been running around dressed in blue and red sweats, stopping muggers."

"Oh-Oh, well, red and blue are uh, the universal colours."

She began to walk towards him; he began to skitter back.

"He webs them up. Literally. Like a human spider."

He laughed nervously. "Human spider? What sort of a name is that?"

"You're right," she said, humming. "What about Spider-Man? Is that more familiar?"

Crossing his arms, he gave up the ghost with a small sigh. "At your service, ma'am. You got any problems with petty crime, I'm your guy! Just don't, uh, follow me home."

"If I've got any problems with petty crime, I'll go to my—The cops," she said, scrunching her nose. "And I have no interest in following you home, Spider-Man. Really. Judging from the state of your suit, I'd just be tailing you to some run down YMCA building."

"I made it myself. Lonely gig, I didn't have anyone I could ask for help." He held the hoodie pinched between his fingers and said, "What do you think of it? Like, on a scale of one to ten?"

"With one being fine, and ten being the most ridiculous you could possibly look? You're definitely a thirteen."

Her arms were still crossed stubbornly over her chest, and she was squinting at his red and blue get-up—look at those _tube socks—_ but to herself she could admit the thought behind it was impressive. Maybe that was partially where the sass came from. It wasn't like she was doing anything helpful with her own new-found power.

Spider-Man's shoulders dropped. "I don't look ridiculous."

 _"Totally_ ridicuous," Gwen said, grinning. "Like, it's clown city up here."

"That means you as well," he pointed out. "Population, two spider-people. So, what do you say? I can whip up a second set of web-shooters in a week or so. We could be partners!"

"I'm Brooklyn based," she said, after a short pause.

"Even better! I'll look after Queens, you take Brooklyn, and that's like, half of New York covered."

"You're being serious, aren't you?"

"I—Well _yeah."_ His hands were clenching and unclenching nervously at his sides. "It's a lonely gig, like I said. Nice to think I'm not actually alone."

There was something familiar about his voice. Something that drew her in to him, like a planet being pulled in to orbit the sun. It _was_ a comfort to think that there was at least one other person in the world going through the same change as her. Someone who had found a use for that change. Spider-Man was helping people. So far, all Gwen had done was bound around rooftops, enjoying herself.

"You want me to... What? Be your Spider-Girl? Woman?"

At first, he didn't reply, like he was soaking in the fact that she hadn't run away. She still might. It could happen.

"Be _my_ —Whatever you want! I mean, I'm Spider- _Man._ I'm definitely a man." He puffed his chest out, crossing his arms and deepening his voice unconvincingly. _"Spider-Man..."_

"I believe you, Spidey." A smile was playing at her lips. "I guess if we were partners, that would make me Spider- _Woman. Why?"_ He jumped at the sudden sharpness in her tone. "Why are you using your powers to fight crime?" Especially when Gwen was half-convinced he couldn't be much older than she was.

"Somebody has to look out for the little guy," he said.

Gwen nodded. She couldn't believe she was considering the offer seriously. But she was.

"I need some time to think," she told him. He nodded so vigourously she was worried his head might topple from his shoulders. "I, uh—If I come back here, same time, next week, then I'm in. That sound... good, to you?" He nodded again. She smiled awkwardly, remembered that he couldn't see her face, and cleared her throat. "Good. Good talk, man. I'll uh, maybe see you then. Stay safe!" she added, then turned to go home.

As she sprang for the next closest rooftop, her enhanced hearing picked up a breathy murmur on the wind.

"Spider-Woman... _Holy crap."_

* * *

Gwen spent the next day in a thoughtful haze.

Spider-Man claimed to be looking out for the little guy. People who couldn't look out for themselves. But he was a vigilante, and her dad, as an officer of the law, didn't seem to look upon vigilante activity with such positivity.

"Three muggers webbed up in two hours last night," he told her over breakfast. Her brothers, Howard and Philip, paid no attention, but Gwen listened more intently than ever. "Spider-Man isn't stopping, like some of the guys at the station said he would. If anything, he's getting worse."

"But three muggers, caught in one night. Isn't that a good thing? Isn't Spider-Man helping?"

"If he co-operated with law enforcement, _maybe_. We can't have vigilantism on the streets of New York, Gwennie," he said bracingly, getting to his feet. "Can't risk every Tom, Dick and Harry deciding they're the next Captain America."

As he carried his breakfast things to the dishwasher, Philip asked, "Since when are you interested in Spider-Man, Gwen?" He was blinking at her, all wide-eyed innocence.

"Maybe I'm just fishing for boyfriends from the enhanced genetic pool," she said with a smirk and a wink. Philip giggled at her conspiratorial tone. "Seeing as no dumb _normal_ boys are interested."

"Maybe no normal boys like you because you dress like a gay magician," Howard muttered.

Gwen couldn't claim to know many magicians, gay or otherwise, who wore baggy t-shirts tucked into mom jeans. The velvet shirts, privately, she would give him.

 _"Howard,"_ her dad intoned, at the same time as Gwen said, "Don't say gay like it's an insult—"

_"I'm not!"_

"—you little shit."

 _"_ _Dad,_ Gwen called me an s-word," Howard whined.

Their dad hummed, unbothered, on his way out the door.

It was a Sunday. All of Gwen's school work was finished, and there was little for her to do around the apartment once her brothers were dropped off at their activity groups. Gwen thought again about Spider-Man's offer, and about two people she knew who could have done with a friend to the little guy being around a couple of months sooner.

She shrugged on a light jacket, and set off for Queens.

The Parkers still lived in the same apartment they always had, and Gwen, having grown up there, across the hall, remembered the way like she still walked those streets on the daily. Maybe her new-found sense of direction helped out _a little_.

May answered the door, her face seeming a little older in grief, but still beautiful. She smiled upon seeing Gwen.

"Come on in, it's been _ages."_ The last time she had been over was the day of Ben's funeral, two months ago. May called into the apartment, "Peter, Gwen's here!" then turned back to Gwen and pulled her inside. "It's so good to see you again, hun. You don't come around as often as you used to."

"Kind of hard to be over every day now we live in Brooklyn," she said with an awkward chuckle. "Who has our old apartment?"

"Oh, a nice Vietnamese family. _Peter! I said Gwen's here!"_ May added, snapping her head back in the direction of the short hall that led to Peter's room. She turned back to Gwen and said, in a long suffering voice, "This boy..."

"I'm here!" Peter came into the living room, tripping over himself in his distraction. A wave of familiarity, tinged with something more foreign, hit her. "Hey, Gwen."

She found herself standing a little straighter, for half a second before she caught May's knowing smirk and she determined to sink back into a slouch. Peter had yet to actually focus on them, but this wasn't strange; he was so all over the place that sometimes, when playing together as children, he could forget her presence entirely.

"Hi, Pete."

He was leaning up against a rattan armchair while he pulled on his shoes. Ben's armchair. Gwen's throat went dry.

In truth, it was still difficult for her to visit the Parker apartment. With her mother a high flying lawyer and her father an increasingly busy police officer-cum-captain, many hours of her youth were spent growing up there. It was Ben she initially ran to after her first heartbreak. Standing in their entryway, she could remember it like it was yesterday.

Peter, bless him, was totally useless, hovering around her prone form like she was about to start Exorcist-spewing, and May was out at work for another hour yet.

Ben took one look at her, thirteen years old and sobbing into a throw pillow that smelt like cheap incense sticks, crossed his arms and said, "Alright, whose ass am I kicking? Do I have to call somebody's father?"

Gwen nearly teared up thinking about it.

May was still looking between she and Peter, smiling in the same way that middle aged women smiled at pictures of Kate and Wills.

"Did you, uh—Did you need something?" Peter asked, his smiling becoming stiffer the longer Gwen stood silently in front of him.

She started, and said, "Oh! No, I just—Well, I thought I'd drop in."

"You're _always_ welcome here, Gwen," May said, cutting across them both and shooting Peter a thin-lipped look. Gwen caught her mouthing the word _Rude_ at him.

Peter flushed red in the face. "Sorry, I didn't mean—Yeah, you're always welcome, Gwen. It's good to see you! I feel like we never hang out at school anymore."

After Ben died, he needed the space. He was a solitary griever, she thought, and Gwen didn't want to hustle in on that. But the guarded way he was looking at her made her think it was a mistake. It wasn't like they fell off each others' radars completely! But he had Ned, and Gwen had Cindy, and she was so busy taking Miles under her wing, that she guessed they let their friendship wane a bit.

"I just wanted to say hi," Gwen said, her speech stilted, "and see how things are going."

The homely apartment looked more threadbare than it used to. Some of May's beaded cushions were gone, she noticed. The place in general gave off more of an air of one being held together by force of will. The Parkers were clearly struggling since Ben's death.

Maybe, if Spider-Man were around two months ago, Ben would still be there.

Peter gave her a strained smile. "It's really good to see you, Gwen. You wanna stay for lunch? I've got pizza rolls in the oven."

When he opened the fridge, she saw inside and thought they couldn't really spare the food for her, but May was already ushering her further into the apartment. The scene was too familiar for her to resist, and she was hungrier than she used to be these days anyway.

"It's been too long since you came over!" May said. "What have you been up to lately?"

"Tutoring, mainly. Plus, I'm in a band now," Gwen said, letting herself be pushed down onto the sofa. "With Cindy, and her friend Mary Jane. I'm the drummer."

"That's pretty punk rock," May said. "Peter, isn't that cool?"

"Huh? O-Oh yeah!" His head poked out from the kitchen. "You still like Dr Pepper?"

"Sure, thanks Pete. I've also been interning at Oscorp once a month—" There was a crashing sound from the kitchen— "part of their new high school inititive, but I'm not so sure I like it there. I met Norman Osborn once. He was kind of creepy."

May pulled a face. "Did he _try something_ with you?" At the continued silence from the kitchen, she called, "Everything okay in there?"

 _"Fine May!"_ Peter's panic mode sent him as squeaky-voiced as ever. Some people just didn't change.

Gwen hurriedly shook her head. "No, no, I don't mean creepy like _that!_ He just sets me on edge."

May hummed. "Still, part of Oscorp's intern inititive? That's impressive, Gwennie. Peter went on a school tour there a while ago, didn't you Pete?"

He appeared a moment later, balancing a plate of pizza rolls and three cans of Dr Pepper in his hands.

"Sure did," he said. He seemed pale, and his heart was hammering. "Can't say I'm a fan."

"Well no, you always _were_ a Stark Industries shill," Gwen said, dodging the swipe he took at her head with the can. She took it from him with a grin and ignored him rolling his eyes.

"There are worse people to shill for than Iron Man," was all he said on the subject.

Seeing an opening to talk about the guy on her mind most recently, she took it. "Speaking of, have you two heard anything about this Spider-Man guy?"

Peter choked. "What does _Oscorp_ have to do with _Spider-Man?"_

"Not Oscorp," she said slowly. _"Iron Man._ I mean they're _both_ superheroes, aren't they?"

"I uh—I don't think Spider-Man's on the same level as Iron Man, Gwen." Peter scratched the back of his head ferociously. "I mean what does he do? Stop street thugs?"

Gwen _hmfed_. "I like him," she declared firmly.

"I have to say, I think there should be more people out there willing to defend the man in the street," May concurred. "But I'm not so sure about that Spider-Guy. I mean, have you _seen_ his get up?"

"Tube socks, I know," Gwen said, picking up a pizza roll and biting into it. "They're appalling."

* * *

Night had long since fallen by the time she headed home on Friday.

Passing across the roof of pizza place, in one of the few run-down parts of Brooklyn left, with all the gentrification her dad said had happened in the last decade, she came across a crime scene waiting to happen. **  
**

A young woman stalked out of the shop, two men on her tail walking in an aggressive manner. The woman, her jaw set with grim determination, ignored the two men despite their intimidating actions. She was heading in Gwen's direction, but the men followed.

Gwen tensed, waiting to see what would happen.

"You both leave me be!" the woman said over her shoulder. Her pastel pink hair shone as she passed beneath a streetlight. Gwen followed from the shadows above, hesitant.

"C'mon, Quinta, don't you be like that," the taller man cried. "It's _me!_ Would I really hurt you?"

"Yeah, you would," Quinta muttered, too quietly for her stalkers to pick up on. The she shouted back, _"Leave. Me. Alone. Robbie."_

But her continued refusal to stop must have worn down the mens' patience, because the shorter one shot forwards then, grabbing Quinta by the strap of her bag and forcing her to a stop.

Gwen sucked in a shocked breath, but it was the sight of the knife in Robbie's hand that spurred her into action.

Later, she remembered the sight of the blade and the terror on Quinta's face. She remembered jumping down from the rooftop and punching the smaller man square in the jaw. Dodging a knife swipe from Robbie and disarming him.

The men squared up to fight, then ran away when she snapped the knife clean in two with her bare hands.

Heart hammering in her chest, Gwen realised her intervention only after the fact, and panicking, she leapt for the wall to escape before anyone tried to jump her.

 _"Hey, wait!"_ Gwen froze, half-way up the wall, and turned back to Quinta, who was clutching her bag tightly between her hands. "Thanks for that. Who are you?"

Gwen had made up her mind, she realised, looking into the face of someone _she_ helped. Quinta might have been hurt if Gwen hadn't been there; no law enforcement seemed to bother with the area.

"Call me Spider-Woman," she said.

The next night, she went back to the rooftop where she first met Spider-Man. The week she asked for was up, and she arrived to find a paper bag waiting for her, with a little spider doodled on the outside in felt tip.

Picking it up, she looked around for her web-slinging ally. From over top of the brick building divide, she could just make out a pair of ridiculous, goggled eyes peering at her.

She offered a sarcastic little wave. Spider-Man startled like a rabbit, and ducked out of sight.

Gwen bit back a small laugh and called, "Thanks, Spidey!"

There was a sheepish silence, then a muttered, "You're welcome."

**Notes for the Chapter:**

> A couple of things made me want to write this story; number one, I saw a great piece of fanart of Peter and Gwen on Etsy that made me want the story to go with it. [Here's a link, if you're interested!](https://www.etsy.com/uk/listing/729782185/spider-man-spider-gwen-a5-print?ref=rv_more-1-2)
> 
> Number two, I like Peter/MJ, but I was of sick of barely ever finding Gwen stories where she's not being used as a building block to other relationships. My Gwen is aiming to be a fusion of Spider-verse Gwen and TASM Gwen. I hope you like her!
> 
> Come and find me on tumblr: [the17thtearoom](https://the17thtearoom.tumblr.com/). Any feedback is very appreciated <3


	2. Big Guys & Little Guys & Bad Guys In Cuffs

**Notes for the Chapter:**

> Thank you for the great response! What a comeback this story made after the publishing fiasco, lol.

The crime fighting Spiders kept to their own boroughs for the most part. Gwen soon learnt the beats of Brooklyn and adapted to them, as much as the people adapted to having her around. While she tried to keep a low profile, Quinta wasn't the only Brooklyn-er who knew of Spider-Woman for long.

Slipping on the mask and heading out into the night became routine.

Gwen began to enjoy the creeping sense of recognition people had for her. It was like she was a mystery. _Keep it up, and you'll end up in an episode of Buzzfeed Unsolved, Gwen_. Probably a Supernatural one; the average New Yorker—that was, those who had heard of her—seemed to think she was a cryptid.

This could result in interesting reactions from the people she dropped in on when she broke up fights or muggings or robberies. Shouts of alarm, cries for Jesus or God, one or two high pitched screams that ripped from the throats of big, muscle-bound men. Some of them squared up once they got over the shock, but the readiness they felt was nothing next to the adrenaline which filled Gwen.

She once came between a giant of a man, beating up a smaller man. They forgot their fight, staring at her, then the little one said, "What are you _wearing?"_

Black yoga pants, a sweatshirt and trainers weren't that out of place, so she assumed he meant the mask.

Huffing, she said, "Dude, what rock have you been living under?" before clumsily webbing his assailant to the wall.

All those years of ballet lended her a fluidity that heavy set brawlers could never hope to achieve. These were fights she was born to win. She was like a shield in the darkness.

But it wasn't all violence.

One night she came upon a man in the middle of a stroke, and she looked after him until the paramedics arrived. The next, she tracked down an elderly woman's chocolate labrador; a car backfire had startled Archie, the woman explained, and he ran off into the night. Gwen gave chase across half of Brooklyn to bring him in.

She hoped no bystanders had taken pictures.

The Spiders met once a week, at Spider-Woman's insistence—Spider- _Man_ had no objections—to keep each other in the loop and go over any issues she had with the webshooters.

Using them wasn't easy, at first.

Running between rooftops was one thing; clipping cobbled together devices to her wrists and letting herself fall was another. Spider-Man wasn't impatient over it, for that she could be grateful.

"There's nothing to it!" he told her, swinging merrily around and around a streetlamp. "You just point and thwip. Come on, we'll go somewhere high up, where there's tons of room to practice."

He released the web anchoring him to the streetlamp, aiming for the wall she clung to—

And went flying _smack_ into it. He landed on the ground with an autotuned groan; the voice modulator he showed up with a week ago was already taking its first hits.

 _"This_ is what I'm worried about," Gwen said, from her position high up. Spider-Man struggled to his feet, shook his head, and began to climb to her. "What if I do something dumb like that—"

_"Hey."_

"—while I'm at the top of the _Empire State Building?_ I don't think even _we_ could survive a fall from that height."

He passed her, and she began to follow him.

"If you fall, I'll catch you," he said, like that was all there was to it.

Despite her misgivings, she went with him to the tallest cluster of buildings nearby. As with every other time she went up high, there was no sense of vertigo, until he turned to her, a hundred feet in the air, with the expectation that she was going to sling a web and start flying.

"I can't do this," she said.

Looking from her wrist, where a webshooter poked out from beneath a pink and white cuff, to the toy city below them, she finally felt herself go dizzy. Tentative, she went to reach her wrist out. Then stopped.

"Spider-Man, I can't let go."

"Just believe in yourself! You can do it, you're _Spider-Woman."_

"No, I mean _I can't let go."_

It was just like the morning when she stuck herself to the ceiling. Her grip wouldn't release. It wouldn't budge.

He goggled at her. "You're stuck?"

_"Yes."_

Honestly, it was kind of embarrassing. But then he had only minutes before swung himself face first into a brick wall, so she didn't feel too mortified.

Spider-Man crawled back down to her. "Uh... I've never had this problem," he said, his speech coming out uncertain and stilted. "You must just be scared! You're scared that the webshooters are gonna fail—which, by the way, _rude_ —and so you've gone into this, like, fear response."

"You could sound less gleeful about it."

"Sorry. It's not—I'm just excited right now. About—" He shook his head, rolled his shoulders, and said, "Take long, slow breaths. You aren't going to fall. The webshooters aren't going to fail."

"How do you know that?" She was staring down at the city, imagining herself a splatter on the tarmac.

"I gave yours more tests than I did my own," he said, "and I don't mean to brag, but I'm pretty good at this stuff. Building stuff, I mean. But, if something _did_ happen, I'd catch you."

That time, she kind of believed him.

"Yeah?"

"Totally."

Gwen closed her eyes, and concentrated on breathing. She let the cacophany of life wash over her head as it normally did when she was hidden behind the mask. Slowly, calm trickled into her veins. Not much of it, but enough that she could feel the tips of her fingers come loose when she wiggled them.

"That's great," he said. "You're great— _Doing_ great."

"Thanks for the vote of confidence."

Her entire hand peeled away from the window a few seconds later. She looked at the pale palm of her hand, her fingertips reddened from time spent pressed against brickwork, then clenched her hand into a fist.

"Point and thwip."

She set her gaze on the nearest building, an office of some sort. Pointed. Pressed her fingers down onto the triggers.

A stream of webbing flew out and stuck lopsided to the reflective glass which the building was made of.

"That's it! You did it!" Spider-Man was almost hopping with delight. He shot a web of his own out to the same building. "Now hold on tight—not a problem for us—and let yourself go."

He went first, flying through the air in a perfect arc. A couple of birds had to scatter to avoid an air traffic collision, and otherwise nothing went wrong.

Gwen watched with a dry mouth. Once he was clinging to the building and gesturing for her to follow, there was little point in delaying further.

She wrapped the webbing around her wrist once, twice, three times, then after a few steadying breaths, she let go.

Gwen thought was falling.

Then she realised she was _flying_.

She connected with the offices much more heavily than Spider-Man did, landing with an _oof_ and scaring the living daylights out of a woman on the inside. The screaming was hard to ignore.

But Spider-Man was whooping, encouraging her to crawl up to join him.

"You did it!"

"Yeah." She broke out in nervous laughter, unable to stop herself. "Didn't die."

"I told you."

"You're a smug snake."

"Smug _spider."_

He looked at the gathering crowd inside the building they were stuck to and suggested they move on. Thinking she saw at least two different phones pointed at them, and the click of a shutter, Gwen agreed.

By the end of that Saturday, she was pretty sure she could thwip with the best of them.

* * *

Mary Jane was thinking of recruiting her friend Glory Grant into their band. Gwen didn't know Glory, and so didn't have an opinion about her either way.

The same could not be said for Cindy.

"Who even _is_ this Glory girl? It is _typical_ of MJ. _Ty-pi-cal._ Just because we're called the _Mary Janes,_ doesn't mean she can make executive choices without our input."

"She hasn't even _asked her_ yet," Gwen pointed out. "Besides, we desperately need a bassist."

They were sat together in the cafeteria, and Gwen was more occupied with watching Cindy aggressively re-apply her lipstick than with eating any lunch. She looked like a contemporary Wednesday Adams. It suited her.

Cindy huffed. "You _know_ MJ's already made up her mind."

Mary Jane Watson was willful to say the least. Not malicious, but strong willed. It was one of the reasons they got on so well; she and Gwen both knew what they wanted, and generally how to get it.

"Practice is tomorrow. Bring it up with her then. _Don't_ start something in the group chat!" she added sharply, when Cindy's hand twitched towards her phone. "You know it won't help."

Miles joined them not long after that. Gwen worried that he was struggling to make friends. He was funny and kind and all the things a kid should be to make friends, but he was also terminally shy around people he didn't know. So he sat with her and Cindy sometimes.

"Hey kid," Gwen said, moving her stuff aside to make more room for him.

His lunch consisted of Cheetos, candy corn and Monster Energy. Gwen's stomach churned at the sight.

"Why do I sense tension?" He glanced subtly-not-subtly at Cindy, whose mood was still dark.

Gwen wanted to laugh; Miles was a fast learner. They had been working together for a couple of months and Gwen found they were already coming to the end of the material they needed to cover.

"Cindy's entering a fugue state," she said. "Don't mind her. Did you finish all that reading I gave you?"

"Done and done." He brushed his hands off and gave her a big, smug smile. "Throw anything at me, Miss Stacy. I can take it."

"There's not much more to throw," she said. "You're about caught up. You won't need me much longer." She feigned a teary-eyed swoon and he pointed a Cheeto at her.

 _"Nuh uh,_ I'll never not need you, Gwen. You don't get to shake me off that easy. The science, I get. The math, I get. Know what I _don't_ get? The people. _These kids_. I'll never get used to the other kids here. You know I just passed two guys from your year nearly wetting themselves with excitement over _Star Wars?"_

Repressing a grin, Gwen knew on instinct who he meant. Peter and Ned never changed. Her ears picked up on the sound of Ned's excitable talk as the boys entered the cafeteria.

"You'll fit in just fine, Miles," she said, waving her fork at him vaguely. "Have confidence in yourself."

"What are you, my life coach? Dead ass."

It felt good to reconnect with Peter properly. It felt right. When she saw him and Ned scanning the cafeteria for somewhere to sit, she waved them over.

"Here's two friends you can make," she said to Miles.

 _"R2D2 and BB8?_ Thanks, Gwen. Big time."

Peter and Ned sat down either side of Cindy.

"Shut up Miles. Hey, guys."

The cafeteria bustled with life, and they looked relieved to have found somewhere to sit.

"Thanks Gwen," said Ned. "People don't always let us sit down. They think we're nerds."

"Man, you _are_ nerds," Miles said. "Even by Midtown standards."

Ned stared at him. "Gwen. Who is the child?"

"Miles Morales," she said. "I'm training him to take over the world with me."

"She's the brains, I'm the looks," he added.

"I was never going to be the looks," she said. "I dress like a gay magician."

"That joke would have upset me if you didn't used to have all those sexual dreams about Black Widow," Cindy said.

Peter choked.

Down the table from them, Betty Brant was reading aloud from a blogpost written about Spider-Woman's exploits in Brooklyn.

This prompted Ned to say breathlessly, "Did you guys hear? Apparently Spider-Man was seen not far from here a few minutes ago. He webbed this guy up and sprang for the rooftops!"

"Can't we talk about something else?" Peter asked, looking down at his lunch.

Gwen stared at him, said, "There's a _leaf_ in your hair," and reached over to pluck it loose.

He tensed, though, and glanced down the table. Gwen wondered why, until she looked too; Liz Allan was sat not far away, with Betty, listening with a patient smile as she read about a guy calling himself the Bodega Bandit, who Spider-Woman had brought in for justice.

Everyone in their year knew Peter fancied Liz. He couldn't do subtlety if he were possessed by Natasha Romanoff.

Gwen's mouth went thin, and she retracted the hand as slow as she could while still seeming casual. Cindy was staring at her with raised brows. Peter turned back and looked at her like he was in pain.

"Sorry, Gwen," he said.

She only shrugged, nonchalant, and left him to remove the leaf himself.

Miles sighed and shook his head. "The dumbest geniuses in New York." Then he emptied the last of the candy corn into his mouth.

* * *

Walking back into Oscorp Industries hit differently since the spider bite. Her head twitched in the direction of the private lab where _the spider_ had been, but she managed to stop herself. The super spiders, of which there had been a few, were all gone now. She could sense it.

She scanned her pass at the entrance to the interns lab, where she found the intern supervisor, Doctor Martha Connors, by the door. She was hanging up her jacket and replacing it with a gleaming white lab coat.

Those things went a long way towards the budding scientist's self-esteem.

"Good afternoon, Gwen." The red headed woman smiled at her. "Are you feeling better? Last time I saw you, you were quite pale."

"Yeah, Doctor Connors. Thanks." The last time she was in for her internship, she was still in the throes of panic over her spidery changes. "Is _Mr_ Doctor Connors okay?"

Curtis Connors was one of Oscorp's top scientists. He lost one of his arms years ago and the incident got him onto cell regeneration theory. If he could make his formula work, it would be an enormous win for Oscorp Industries. If given the choice, Doctor Osborn said, amputees would choose to regrow a lost limb over applying for one of Stark Industries' bionic limbs.

Curt Connors was still wracked with ghost pains some days, though.

Martha Connors smiled at her, pulling her hair into a neat bun.

"He's doing well, Gwen. Thank you for asking. He's very busy at the moment, or he would drop in to say hello. Thinks he's on the edge of a breakthrough."

"That's so great!"

"It is, but it isn't what we're here for. Go get set up, Gwen. Today, we're working on carbon nanotubes."

They got started once the rest of the interns arrived.

There were a few of high school age; Doctor Osborn was proud of the fact that Oscorp Industries offered an intern programme which Stark Industries didn't.

She remembered trying to convince Peter and Cindy to apply with her. Cindy hadn't been interested if it was unpaid, because she didn't like to give her time away for free. Peter hadn't wanted to betray Iron Man by interning with his main competitor.

Between him and Norman Osborn, Gwen wasn't sure who was more obsessed.

Working quietly through the sheaf of papers Doctor Connors had prepared for each of them, inklings of recognition poked at her conscious until it hit her like a tonne of bricks.

The introductory segment on carbon nanotubes discussed members of the animal kingdom that could lift two hundred pounds times their body weight, and suspend themselves, against gravity, with microfibres.

 _This is the research the super spiders were engineered for,_ she realised.

What a breakthrough, for her, personally. She spent a lot of energy on resigning herself to never having answers, but here they were, printed out before her in worksheets that were still slightly warm from the printer.

The spiders were an attempt to develop carbon nanotubing material. It would be the strongest adhesive known to man if successful.

A phantom pinch on thie back of her neck sent chills down her spine. She hoped word of Spider-Woman hadn't spread outside Brooklyn.

So engrossed was she, that when a new presence entered the lab, she didn't bother to pay them any attention. He stopped with everyone for a couple of minutes to chat, before coming to Gwen.

"What are you reading?"

Her head sprang up.

_Harry Osborn._

She had seen him a couple of times before, when she went in to her internship. He liked to come into their lab and start conversations with the interns.

"It's one of the only times I get to see kids my own age," he said when she asked him why.

"Homeschooled?"

"Intensively."

That day, he looked tense as he leant against her station. His arms were crossed, shoulders hunched, lips red from irritable biting.

Gwen smiled. "Probably the same thing everyone else you talked to is reading."

"Any of it good?"

"All of it. Carbon nanotubing." When he pulled a face, she was surprised. "Here I thought you were a science man."

"Barely. Norman _wishes_ I was. But I can't really get my head around most of it. He hates that."

She raised her eyebrows. "You call your _dad_ by his first name?"

"Well we're not going to be taking a fishing trip together, or—or... What's a father-son type activity?" Gwen shrugged helplessly. Harry straightened. "Well. Yeah, I call him Norman."

"I wouldn't get away with that."

"He doesn't care enough to correct me." Harry cleared his throat. "You looked kinda sick the last time you were here. It's good that you're better now."

"Thanks, Harry."

She hadn't realised so many people noticed that she wasn't well.

Doctor Connors came to split them up before Harry ate up too much of her time. The high school interns were in until eight o'clock, once a month, which meant a good four hours of working time, but Doctor Connors took those four hours _very_ seriously.

"Shoo, Mr Osborn," she said, making sweeping motions with her hands as she moved him towards the exit. "Don't turn on the charm with me. _Shoo!_ My interns have a world to change."

"Please, call me Harry," he said, offering her his hand to shake as she pushed him out the door. "Mr Osborn is my father."

Gwen snorted, and turned back to her papers.

* * *

One month after the start of their partnership, Spider-Man arrived to their usual meeting place with a small knife sticking out of his leg.

Gwen was hanging around—literally, upside down from the building next door to the deli—and beginning to consider giving up waiting for him, when he finally decided to show up.

"There you are!" She flipped through the air and landed en pointe as best she could in trainers. That was when her eyes caught the flash of silver in the darkness. _"Spider-Man!_ What happened?"

"Huh?" He looked down and saw the hilt; it was purple and had a unicorn printed on it. "Oh, _man."_

She wasn't sure whether he was lamenting the knife or its design.

"You need—The hospital! We need to take you to the hospital!"

"I can't go there, Spider-Woman! My blood— _Our_ blood—is all different and spidery. They'd want to dissect me."

Gwen crossed her arms. "Well we can't leave it in there. Do you at least know first aid?"

"Uh, yes?"

"That's a no, then." She sighed. "C'mere. Let me take a look—"

When she stepped towards him, he skittered back, again, crying, "Woah, woah, what are you doing? You can't, like, _examine_ me."

"Why not, Spider-Man? It's nothing I haven't seen before." Growing up as the third parent to two boys left Gwen perpetually unblushing. "It's only your leg, I'll just tear the material of your suit a bit."

If possible, though, his pitch went higher. "W-Well maybe I don't _want_ you to tear it!" If nothing else, she felt her theory about his age was probably confirmed.

"Alright," she said, holding out her hands. "I'm sorry, Spider-Man. But we can't leave it. The wound might get infected."

"I have super healing."

"It might get infected super _fast_. Do you think I can heal fast too?" she added. He shrugged helplessly, and was beginning to favour his right, un-stabbed leg. Gwen massaged her temple. "Right. We need to get the knife out, and—"

He yanked it free.

"—disinfect the area. What the fuck. _Spider-Man."_

"Knife's out! Now what?"

She released a slow, controlled breath. "Where's the nearest pharmacy?"

"Only a couple blocks from here. But I don't have any money," he admitted.

Gwen had a headache coming on. "Okay. Didn't you say you know a nurse?"

His reaction was almost violently negative, waving his arms enough to knock himself off-balance were he anyone else.

"Nonononono, I _cannot_ go to her about this. Spider-Woman, _seriously—"_

"Okay, I get it! No nurses! Fine." She put her hands on her hips. "We're going to learn first aid. _Got that?_ This can't happen again."

"But what are we gonna do _now?_ I'm—starting to feel that knife wound. Ha ha." She thought she could sense him grinning weakly through the mask. "Spider-Woman?"

Her mom kept disinfectant and other medical items in their bathroom at home. But there was no way she was leading him back to her apartment building.

"You're going to stay here," she told him. _"I_ am going to bring a medkit. And after _that—"_

"First aid training," he said, scuffing his shoes against the rooftop. "I know."

She looked down at the wound again, and felt panic flush through her head to toe, like static flooding her system. She flexed her fingers, looking for something more helpful to say or do. Coming up dry, she instructed him to stay put again, and bolted for home.

By the time she had swung back Brooklyn, to her apartment, snuck the medkit out of the bathroom, and made it back to the deli, the small incision was beginning to heal over by itself. It was kind of gross to watch, honestly.

Gwen was quick to disinfect the area as best she could, but once she was ready to bandage it over, the skin had already knit itself back together.

"Pretty neat, huh?" Spider-Man asked.

He had relaxed significantly since she began her ministrations, and was now sat back against the building divide, watching her sedately. He tapped his hands against the roof, _pap pap pap,_ in a patient rhythm.

She shot him an unamused look. "I _do not_ want to know how you found out about the healing thing, _Spidey."_

**Notes for the Chapter:**

> I'm not an American, but I'm wishing any Americans reading the best of luck for the you-know-what happening at the moment. I hope you voted if you're able and registered!


	3. We're Gonna Get Ourselves Killed

It didn't matter that Spider-Man and Spider-Woman had never been seen fighting together. The public assumed they were a partnership anyway, hence their newly minted title.

_The New York Spiders._

Gwen thought it made them sound far grander than they really were, or perhaps like a C-list basketball team, but Spider-Man was thrilled.

"Do you know what this means? We're making a _difference!_ A _real_ difference. People wouldn't have given us a name if we weren't."

"I guess you're right."

Gwen was munching through her second corndog. She brought enough for both of them to have a miniature feast, as befitting their super fast metabolisms. As always, they sat back to back when they ate, their masks pulled up past their mouths without fear of recognition.

Spider-Man cared passionately about not revealing his identity, even to her. Gwen understood that. The thought of her cop dad ever discovering Spider-Woman's identity was bone chilling. Especially now she was on his radar.

"I think we need to be more careful about dealing with criminals we take into the cops," she said. Her dad, during his morning breakdown of the New York Spiders' activities from the night before, mentioned pinpointing their homebases to particular spots in the city using the precincts some criminals were left at. "We need to diversify our drop off points with the guys we web up. Or they might figure out where we live."

She felt Spider-Man's spine tense against her back.

"That can't happen," he said.

"It might, if we aren't more careful. I've heard rumours. Apparently some cops have it in their heads that they can pin us down to certain parts of Queens and Brooklyn by studying our drop off patterns with perps."

He swore softly. "Do you think someone already has?"

"Do you see a squadron of paddywagons down there on the street?"

Traffic was passing, far down below, but no police cars were threaded amongst it. Hopefully it stayed that way until after she was finished eating. She was so _hungry_.

"These corndogs are good," Spider-Man said, through what sounded like a mouthful.

Gwen wrinkled her nose. "Don't be gross, Spidey."

In response he started loudly chewing and she pretended to gag.

"You're _awful."_

She felt his shoulders shaking as he laughed, and grinned down at her lap, shaking her head.

Life was a lot more fun with him at her side. Spider-Man introduced her to the unbridled joy of taking the bus or the subway in full suit. Peoples' reactions were _hilarious_. And to the quiet dignity of helping an old lady across the street, or helping cats down from trees.

He was an oddity; a force for chaos and peace at the same time.

And sometimes, when it was just the two of them, sitting on a rooftop, looking out over the city, or testing the webshooters, or teaching each other new moves _—_ that was mostly on Gwen _—_ she had a feeling deep inside herself that only arose when she looked right at him.

Like she had known him her entire life.

Gwen passed it off as a response to the unique bond they shared, but she couldn't help but wonder sometimes, about what she would do if he were someone she knew. Someone she cared about in her life as Gwen, as well as the one she lived beneath the mask.

She felt his back heave as he inhaled.

"Spider-Woman..."

Sirens tore through the hum of the night and Gwen was on her feet before the first whine died away, to give rise to the second.

So was Spider-Man.

"We should check it out."

"That's Brooklyn," she said. "My turf."

As she swung off he followed anyway, calling, _"You might want the company!"_ to her retreating back.

They took one sharp corner, then another, following the sirens further into Brooklyn.

There was a disturbance on the street; a gang of men and at the centre, a young woman, with pastel pink hair.

Gwen sucked in a breath and then took in the people in the surrounding homes, at their windows to watch. One of them, an elderly white woman, had a phone held to her ear, but wasn't speaking into it.

"You know them?" Spider-Man murmured. He was crouched beside her on the rooftop above the scene.

"The girl," Gwen said, watching as a few of the gang ran as the cop car pulled up. "Her name's Quinta. One of the guys who just ran is Robbie. Her ex, I think."

"He's been bothering her?"

Spider-Man was staring off in their direction, while Gwen focused on the scene happening in front of them.

Quinta was trying to explain what had happened to the cops, but they didn't seem interested in talking to her, or listening. All they wanted to do was arrest the gang members who hadn't run.

"Robert Martinez is the one who was after me! You need to be going after him and his boys, not these dumbasses. They just fell in line with him. The guys you want to be arresting _ran —"_

"We know what we're doing, Miss."

The cop moved Quinta aside and went about his self-assigned task. Gwen felt frustration bubble up, and bubble over when Quinta's only response was to look resigned.

"We need to go after Robbie," she said.

Spider-Man nodded. "I think I have an idea of where he went. I tried to keep track at least."

It wasn't hard to track him. The level of noise he and his boys were making was impossible to ignore.

The Spiders cornered them in a back alley only a couple of blocks away from the place where they attacked Quinta. Seeing that Spider-Woman was one of his pursuers set Robbie off in a flash.

"Woah! He has a gun," Spider-Man said, laughing nervously. He webbed it out of Robbie's grasp with a, _"Yoink!"_

Gwen didn't wait longer to jump in, and he followed.

There were ten of them total, five webbed up within the first few seconds. Guns popped off, but the Spiders could dodge bullets.

"I've tested the theory a couple of times," Gwen said to the guy nearest to her, "but thanks for confirming!" And she webbed him to the wall.

Four left, these guys the strongest.

Robbie managed to knock down Spider-Man as he was taking that total down to three, so Gwen leapt in and diverted his attention.

"I'd tell you to give in, but I don't think you're the type to listen to women."

Spider-Man used the distraction to get back to his feet and throw a punch at the other guy. It was a messy one, but it landed. He still hadn't learnt to fight with his body, despite being made of steel. He relied heavily on his agility and webs.

His opponent was no better though. All power and no skill. They swapped blows like a pair of clumsy freight trains.

But Spider-Man's endurance was greater, and so was his strength. Don stumbled enough to give Spider-Man the space to web him to the wall.

With a flying kick, Gwen knocked down and webbed up Robbie. The final guy. He struggled, but the webbing held tight.

"Now _stay,"_ she said sternly.

In her periphery, Spider-Man was going around the other guys, checking that they were all down and humming the Ducktales theme to himself. He was _so_ just a kid.

Robbie spat. "You don't know shit about me and Quinta."

"I know she wants you to leave her alone, and you won't," Gwen said. "However many times it takes to sink in, I'll keep helping her drive home the message."

Spider-Man's head was tilted to the side; he was listening in.

"By doing what? Cops won't protect her. They don't care about girls like her."

 _"I'll_ protect her," she said. Her fingers dug into her hip bones. Spider-Man was making his way over.

"You're more a girl than she is. How old are you? Twelve? Thirteen?" His voice took on a more lecherous tone. "You even started to bleed yet?"

 _"Hey!"_ Spider-Man said, quickly propelling himself to her side, while she snarled, "Don't talk about me, _pervert."_

The sound of an approaching squad car, drawn by the ruckus, reached her.

"Cops are coming," Spider-Man said, his gaze fixed on Robbie. "We should go."

"Have fun with them," Gwen said, glad to turn her back on Quinta's stalker. Her skin was still crawling, making her restless.

He howled, "Eat shit and die, Spidey!"

"Eat shit and _live,_ asshole!" she managed to shoot back before Spider-Man dragged her away.

"This city's _full_ of assholes," he muttered.

Gwen didn't reply. Her mind was still fully occupied with thoughts of Quinta. Of other girls like her. Any girls in New York who weren't as safe as they deserved to be.

"You want to go get pizza?" he asked her.

"No, sorry," Gwen said. "I'm going back to Quinta. See if she wants company going home tonight."

* * *

Robbie was following Quinta home from work, she explained to Gwen. He started doing it not long after Spider-Woman first scared him off outside that pizza place. Quinta was a tattoo artist, but her boss was hinting that if something didn't happen, if Robbie didn't stop hanging around outside their establishment, then he couldn't afford to keep Quinta on-staff.

They were at risk of losing business, but if Quinta lost her job, dreams of saving up for art school looked slim.

Gwen's throat contracted. "Can't you get a restraining order?"

"Had one. It ran out," Quinta said.

Her keys were held between her fingers like a weapon as they walked. The surrounding streets were dark, quite empty in this part of the city.

"Won't someone help you out? Can't you tell the cops you're being intimitated?" Gwen asked, thinking back to Robbie's inference that Quinta was on her own.

Quinta sent her a long look. "You think the cops care about _me?_ Racist pigs..."

"I _—I_ care about you! I'll help you."

They were outside Quinta's apartment now, Gwen hanging around while Quinta unlocked the door.  


"Spider-Woman, you're _clearly_ young. Younger than me. I didn't know at first but I see it now." Quinta's expression had softened. "You wanna do the right thing and that's good. But one person can't fight a system which is set against entire subsets of people."

"I'm going to help you," she insisted, while feeling totally out of her depth.

Quinta shook her head. "Good night, Spider-Woman. Thanks for seeing me home. And thank your guy, Spider-Man, too."

Gwen slipped in through her bedroom window about five minutes before her dad got home from work that night. She was in the kitchen getting some water when their front door opened and he shuffled in, world-weary.

She took him in; the bags under his eyes and the slump in his shoulders. She thought about what Quinta said. _Racist pigs..._

She couldn't mean Captain Stacy.

"Hey dad," Gwen said. Her voice came out softer and more child-like than it had in years. He hummed inquisitively. "How—What could a woman being stalked by an ex-boyfriend do to stop him?"

"Is everything okay, Gwennie?" The tiredness in his eyes vanished. "Are you alright?"

"Yeah, I'm not talking about myself. I just—There's a girl I know. She had a restraining order against this guy but then it ran out, and she's gone to the police. They won't listen to her when she reaches out."

He shook his head. "Of course they will. She just needs to speak to them."

"She has!"

Her dad sighed. "I've had a very long day, Gwen. Can we talk about this in the morning?"

But when morning came, no talk happened; her dad was already gone.

That night, Spider-Woman showed up at Quinta's tattoo parlour and walked her home. And she did again every night that followed, her eyes on the lingering shadows the whole way. If she couldn't fix an entire system, she could help one person who lived in it.

* * *

Still, it wasn't Quinta alone who saw Spider-Woman's presence in Brooklyn take a sharp increase.

She ventured further into Brooklyn's less privileged areas every few days. Fighting crime, it turned out, was harder than just halting robberies or webbing up muggers. Quinta was right. Things like that were just symptoms of a larger problem.

Time marched on and more of Gwen became eclipsed by Spider-Woman. One night, when rain drizzled through the air, Quinta called her on this.

"You not got anything going on outside the goofy ski mask?"

"Yes," she admitted, "but this is more important."

Quinta hummed sceptically. "You look after yourself, Spidey, you hear?"

"Of course."

But it was midnight when she arrived home that night, diving beneath her covers in full suit moments before her dad opened her bedroom door to check in. When she arrived at school the next day and was met with Cindy's glower right in the door, she remembered the scheduled band practice.

The one scheduled for last night.

"Crap."

"Crap is right," Cindy said, still scowling. "Where were you? Do you know how hard it is to play without a drum beat?"

"I'm so sorry," Gwen said, following Cindy as she turned on her heel and headed off towards their first class. "Really. I was helping out one of the kids in my building."

"Sounds like an excuse."

But Cindy still slowed down so she and Gwen could walk together, even if she wouldn't look directly at her.

"How'd Glory do?"

"Good. She's good, like MJ said. If only she could drum as well—"

_"Cindy —"_

"—she'd be perfect. What, Gwen? I don't get a few free jabs? We all waited for you."

"I know, I'm sorry."

Cindy didn't abandon her, but she did blank her for the rest of the day. She spent lunch with Miles instead, hoping the space she gave Cindy would help soothe the hurt between them.

It had been ages since she really sat behind her drum set and played. In the weeks after her bite she broke _five_ different sets of drum sticks, and it scared her off. Being able to slip into the world of science with Miles acted as the perfect distraction from her band woes.

"What are you working on?"

He was scribbling at lightspeed into a notepad and only looked up at her question, realising her presence for the first time. Impressive, given the crowded cafeteria they were in.

"Atmospheric water generators," he said eagerly, shoving his work across the table at her, and scooting it around a spilled pool of Fanta at the last moment. "Takes moisture from the air to turn into a viable drinking source."

"I've heard of projects like these," Gwen said, picking up Miles' work. "Why hasn't anyone hit big with this stuff yet?"

"The key is sustainability," he said, taking the book back when she was finished with the first page and thumbing back a few pages to show her more. "The energy input required is off the charts. That's what I'm working on, making it something the general public could easily get their hands on. Think I'll show it at a science fair if I can get something going!"

Gwen was silent as she read. There were two miscalculations he had made in his basic theorum, but she let them be, certain that he would spot them himself upon re-read. She couldn't find any other mistakes, though hadn't looked deeply though into this branch of science to be sure.

She found it first after a recommendation from Doctor Connors, but then she got bitten by a spider, and everything else went onto the back burner.

"This is _so_ cool," she said.

"Well, you set me onto it. That file of a hundred articles you sent me for _'light reading?'_ AWG was one of them," he said, blushing a bit at her vehemence. He took the book back and closed it, with a pen to mark the page. "What's going on with you?"

"Failure across the board. I missed a band practice," she clarified at Miles' alarmed expression.

He relaxed. "Oh, yeah. Me and Cindy ain't even friends and she was coming complaining about it to me when I got here this morning. Like I can do anything."

"Sorry," she said, feeling bad all over again. "There was a thing with a kid in my building..."

"I don't need explanations," he said, waving his hand dismissively. "We're all under pressure. It's hard being an over-achieving genius. I'd know. My dad stuck _two_ of those 'my kid goes to Midtown' bumper stickers on the back of his cruiser."

"How is Officer Morales?"

"Stretched thin," Miles said. "Hard to be a cop in New York City sometimes, you know?"

Her mind shot straight back to her own dad, and what Quinta said.

"Gwen?" Miles frowned worriedly at her. "You good?"

She swallowed; her throat, suddenly dry, cracked. "Yeah. Yeah, I'm fine."

"You don't look it."

"I _am."_

She needed to unwind. She was being _way_ too transparent. Were she at home she would break out the suturing kit she bought and practice her stitches. She bought two; Spider-Man had the other. It helped her to have something precise to focus on. Made her zone out, the tension drain from her shoulders.

She was holding a lot of tension recently.

"I'm gonna take a walk," she said, getting to her feet. "Before classes start up again."

"But you haven't eaten anything!" Miles said.

"I'm good, man. Good job on the AWG." She was backing away from him, dodging trip hazards with her sixth sense, trying to smile convincingly enough to wipe the concern from his face. "I'll see you later! DM me."

Then she was gone.

* * *

Leaving Midtown, hours later, in the direction of Oscorp Industries, Gwen thought again about her other duty. Lucky for her, Quinta wasn't working that night. But she needed more webfluid soon; the supply gifted to her from Spider-Man had burnt through. She could ask for more the coming weekend. She was also due to visit May Parker on Saturday, before she met with Spider-Man at their deli on the border between Queens and Brooklyn.

Gwen suppressed a sigh. _Fast times at Midtown High,_ she thought.

Harry was waiting for her when she arrived at Oscorp's intern labs.

"I hope you don't mind having me around," he said, watching her fumble with her badge and scan it. "It's just, you know, lonely in the penthouse."

"I bet."

She didn't stop him from following her to her station, but she did wonder about his motive. She felt him watching her. His stare was intense.

"So, is nothing going on in the world of the Osborns?" she asked, setting out her workstation.

She waved to Jamal, one of the interns from the Boston School of Arts and Sciences. He shot her a peace sign but didn't take out his earbuds. He listened to a lot of Mathematics lectures on his phone, Gwen knew.

When she refocused on Harry, he was staring between she and Jamal cautiously.

"You two are friends?"

"Of course," she said. "So what's going on with you right now?"

"Nothing good. Norman's had me shadowing Otto Octavius the last couple weeks. Like his scientific mind will just—" He waved his fingers— "rub off on me."

"Otto Octavius is Curt Connors' boss," she said. "He's supposed to be a genius."

"He's a pushover," Harry said. His eyes skimmed Gwen's notes before refocusing on her. They were very blue, she noticed. "He's smart, don't get me wrong, but he has no backbone. He's too nice for one."

"Plenty of nice people have backbones," she said.

But she didn't know Otto Octavius, so she couldn't do anything else except pull a disapproving expression at him until he appeared more contrite.

Jamal was still listening to one of his lectures and JooHyun had just arrived. She offered Gwen a finger wave but turned away when she saw Harry standing there.

"You're famous," Gwen hummed.

"Norman Osborn's son." He didn't say it like it was a brag. It was more a resigned statement of fact.

Doctor Connors was the next to arrive, and she spotted Harry almost instantly.

"Mr Osborn, how nice of you to grace us with a flying visit," she said breezily. As she flipped the collar of her labcoat rightside out, she raised her eyebrows at him.

Laughing, Harry conceeded, backing away with his hands in the air.

"Not here to disrupt anything, Doctor. I was just leaving."

A smile curved Doctor Connors' mouth. "I know. Off you go, Mr Osborn." Turning to her interns, she said, "I hope you all finished the work and readings I set out last time we met," as Harry slipped out the door.

He stopped to wink at Gwen before the door slid shut and he was gone from sight.

She turned to her work, taking the chance to go over all of it before the rest of the interns arrived. Gwen had been spending so much time as Spider-Woman since her last tangle with Robbie, even her internship was feeling the effects. She couldn't help it!

Every time she closed the door to her room at night, she stared between her desk and the window out to the fire escape, and thoughts of Quinta, of girls like her, hammered in on her conscious until the next thing she knew, she was squeezing the mask on over her head and slipping out into the night.

Staring down at her assigned worksheets now, completed, but by the skin of her teeth, Gwen knew she would have to be more careful if she wanted to keep up.

Doctor Connors, on the other side of the lab, had just done speaking to JooHyun and was moving around the stations of the other interns, when her phone _pinged_. As she wandered towards Gwen, she checked it.

A frown marred her face, and she swiped away whatever was on screen.

"If I have to hear any more about Stark..."

She said it quietly, too much for any normal person to overhear, but—

Gwen's head popped up. "Is something going on with Stark Industries?"

"No, with _Stark,"_ Doctor Connors said wryly. "Inside rumours say there's tension with the Avengers. They might be splitting apart."

Well that was news to _her_.

When Gwen arrived home that night, she found her mom rummaging around in the fridge. She was still in her work clothes.

"Hey Mom, you're a high-flying lawyer," Gwen said, dumping her bag on the breakfast bar and sliding onto a stool. She swiped up an orange and started peeling.

"What do you want, Gwen?" she asked, with the tone of a woman who was far too used to attempts at bribery to be fooled by her teenage daughter.

She popped an orange slice into her mouth and winced at the explosion of flavour on her tongue. She was hungry again, even stopping in at KFC on her way home. As she demolished her orange, she began eyeing up the fridge.

"Have you heard of any weird legal stuff going on with the Avengers?"

"Only every other week since 2012," her mom said breezily.

"I meant _between_ the Avengers. Doctor Connors said they're fighting over something. She's heard rumours."

Her mom turned away from her as she said, _"I_ certainly haven't," which meant she certainly _had_. "Is that what you get up to once a month at Oscorp Industries?"

"Oh yeah," Gwen said, throwing her orange peel into the bin and making a bee-line for the fridge. "We toast smores over bunsen burners and swap industry gossip. You know Norman Osborn has one of the world's most high tech sex dolls, right?"

Her mom pulled a face. "That's not funny."

"I don't know. I think it is." She snared one of Philip's dunkables and a pudding cup. "I'm tired. I'll see you in the morning."

"Evening, honey," she corrected. "Busy day tomorrow."

Gwen kissed her mom on the cheek as she passed by her on the way to her room.

A video game was blaring from behind Howard's closed door and she banged on it with her fist, yelling, "Turn it down! Some of us want to sleep!"

By some of us, she meant Philip, because Gwen locked her door as soon as she was inside, and changed into her Spider suit.

Over the next days, Gwen paid attention as best she could, but rumours about Stark and the Avengers were scarce and unreliable, despite how intensely invested in them some people seemed to be. She thought about swinging to Manhatten, to see if she could discern anything by mere proximity to Avengers Tower. But she didn't want to risk being spotted; drawing the attention of someone like Tony Stark panicked her.

There was no way Gwen could have known that his attention was already drawn.

That Tony Stark had a vested interest in the New York Spiders, and they were about to meet for the very first time.

**Notes for the Chapter:**

> I hope this chapter's good lol, I lost almost a whole week to watching the American election go down via a CNN livestream. Wolf Blitzer x Jon King is real, and I already miss watching them play with their magic board 🦀 🦀 🦀 🦀 🦀 🦀 🦀 🦀 🦀


	4. Part Of Something Bigger Than The Laws Of Nature

Early Friday morning. A light chill gripped the air but it wouldn't last into the day. Gwen watched the sun breaking golden against an opposite window pane.

"The heat will be inescapable by the time Pete shows his face," May said. Gwen turned to her.

Helen, Gwen's mom, sent her off to school on the last day of the year with instructions to stop off at a bakery and deliver something sweet to the Parkers; the date was coming up on May and Ben's anniversary.

Gwen had learnt to stop expecting Ben in his old haunts but his presence was still draped over all the furnishings.

"I wish _I_ could sleep in like _Peter_ does," she said.

May smiled. "You pushing yourself too hard at school, hun?"

"You know how it is. Busy busy."

Being inside the Parkers apartment was like being shut away from all that. It was easy to put all her duties out of her mind when she was with May, on their old sofa, waiting for Peter to wake up so they could walk to school together.

"You're the busiest worker bee I've ever met, Gwen. It's obscene."

"I get it from my folks."

"Oh, I know. _Believe me."_ May glanced at the hallway again and rolled her eyes. "If he isn't up in the next two minutes he's not getting any of the pastries you brought over."

Peter appeared one minute later, with one shoe in his hand and the other completely absent, blinking sleep out of his eyes.

"'m awake."

"Please. I've seen DNR patients more awake than you," May scoffed, getting up to pour him a strong cup of coffee.

 _"Wow,_ May." He mused up his hair and shook his head. Then he spotted Gwen. "Hey."

"Hi, Sleeping Beauty. Didn't you know better than to prick your finger on the spinning wheel?"

 _"Hah._ What is this, surround sound nagging?"

"Oh Peter, I _know_ you're not calling the girl who brought us a box of fancy Brooklyn pastries a _nag,"_ May said, pressing a steaming mug into his hand and sending Gwen an amused look.

Peter's head perked up. "Gwen brought pastries?"

"My mom sent them, technically." And it took all of Gwen's willpower not to undo the bow and indulge herself on the way over. "You can't have any if you're going to be bitchy."

"You see?" May said, passing him the box anyway.

"Thanks, Gwen."

He finished one of the large Danishes in only two bites and she wrinkled her nose at the sight. _Teenage boys..._

"So pastries," he said. "What's so special?"

Gwen didn't answer right away, and that combined with May's sudden departure for the kitchen shook the last of Peter's sleep right off.

"It's, uh—"

"Oh. _Crap."_

"It's okay, Peter," May called. Her voice was strained.

"No, it's—May, I'm sorry."

"It's _fine, Peter,"_ she said, more firmly. She stepped back out of the kitchen and forced a smile onto her face. "You two don't want to be hanging around much longer. You'll be late."

"May—"

 _"Peter._ Get to school, sweetie. It's the last day before summer."

Her tone left little room for argument, but Gwen's stomach was still cramping uneasily as Peter rose from the sofa and put his used dishes in the sink. When he wordlessly enveloped May in his arms, she looked away entirely, fussing with her school things to make sure she wasn't leaving anything behind.

As she reached the front door, Peter still had his arms around May. Her fingers were smoothing over his hair.

She heard May mutter, "Go on, now. Get."

Peter joined Gwen by the door a few seconds later. She stared at him for a long second.

"What?"

She dry-swallowed. "You really leaving the apartment like this? You're sans a shoe, Parker," she added at his look of confusion.

He cursed and shot back towards his room. May was stood in the entryway to the kitchen, watching with a tired smile.

"Tell Helen thanks, hun," she said.

Peter was subdued on the walk, to begin with. The corners of his mouth were turned down, the responses to her chatter short and disengaged. Gwen stared at him, nibbling at her lip.

"How's Liz?" she asked.

His head shot up. "Huh?"

"Liz," she repeated, nudging him in the ribs. "Have you asked her out yet?"

His ears went pink and he stammered out several denials, settling on, "I can't do that!"

She looked down at the pavement, not wanting to see him getting all moony-eyed.

"Why not? What's the absolute _worst_ way this could end for you?"

He went quiet for a minute.

Then, at the same time, he said, "She could murder me," as Gwen admitted, "Okay, maybe _death."_

They looked at each other.

"But high stakes keep things interesting," she said.

Peter shook his head. "What about you, anyway? Any—Uh, anyone you're into?"

"Nobody," she said, still watching her shoes. Battered Converse, Tiffany-blue. White laces stained grey in places from prolonged time spent rubbing up against the eyelets.

"Not even Natasha Romanoff?"

"Well, she's different," Gwen said. She finally looked back up to find him watching her. "You get it."

"I do."

He was grinning at her, thoughts of Ben hopefully banished for the rest of the day.

When they reached Midtown, she and Peter split, he going off to find Ned and Gwen doing the same for Cindy. But when lunchtime came around, as they so often did in recent weeks, the four of them gathered together in the cafeteria. Miles didn't take long to turn up himself.

"C3PO, R2D2, he said, nodding to Peter and Ned before sitting opposite Gwen. "Hey, Ms Veronica Mars."

"Don't I get a dumb nickname too?" Cindy drawled. Though she sat with the group, she wasn't so much a part of it as she was Gwen's friend who didn't have anywhere else to go.

Miles assessed her. "Wednesday Adams," he said.

"I _told_ you!" Gwen cried, pointing her fork in Cindy's face.

She ignored her, still looking at Miles. "I never took you for a fan."

"It's his parents," Gwen said. "Jefferson and Rio went as Gomez and Morticia for last years Halloween party at my dad's precinct."

Grinning, Miles looked back at her. "I've been working non-stop on my AWG project. Was wondering if you'd take a look at it for me."

"She can't do it tonight," Cindy said, jumping in before Gwen could open her mouth. "We have band practice. The Mary Janes will never trend on Twitter if our drummer doesn't show her face every now and then."

"I won't miss tonight's practice," Gwen sighed. "I'm going there _with you,_ remember?" She was bracing herself for it; an intense few hours behind the drums, one hour to herself, then off to patrol as Spider-Woman. Busy busy. "If you pass me your work, I'll take a look now," she said to Miles.

"The Spectacular Super-Gwen," Peter said, watching her make room for Miles' stuff next to her lunch. The ill-concealed concern behind his eyes caught her off-guard.

"That's me," she said, getting down to business. "Nothing I can't handle. Besides, we might not see each other so much over the next few weeks."

Miles' work was predictably top notch. Harnessing moisture in the air to turn into a sustainable resource was every scientists dream. He had proto-sketches drawn out for a machine he wanted to build. Gwen looked at these last of all.

"I'm gonna submit the plans to Mr Lim," he said, watching her the whole time. "See if he'll greenlight me to build it. There's a guy in my class, Ganke, who's pretty great at that side of things."

"There's some issues to hammer out before you do that." Peter was leaning into Gwen's space, reading as well. Which explained why her pulse had picked up, _thanks Pete_. He glanced at Miles, wearing an encouraging smile. "Looks pretty good, but there are a couple mistakes you need to fix before you go to Mr Lim."

"He's pretty great at that side of things too," Gwen told Miles, tipping her head in Peter's direction. "This is good work, though! You're making me wish I'd looked into AWG more deeply."

"I'll keep you in the loop," he said, accepting his notes back from her. "Thanks, guys."

Cindy pointed her fork across the table, into Gwen's face. "Don't get too wrapped up in this. I want you fully engaged at practice tonight."

Ned asked, "Why do you guys point forks at each other so much?"

* * *

Gwen resisted the urge to spin around on her vinyl stool, not for the first time.

For the first two hours, everything was going great. The Mary Janes got better by the minute, there was minimal arguing, and everyone seemed happy. Gwen forsaw getting out of Cindy's garage that night with a smile on her face.

Then they got into discussion of the band's direction. And things went a bit pear-shaped.

"It's too high concept!" Mary Jane cried, flinging her hands into the air. She and Cindy had been going back and forth over Cindy's new song for half an hour. "All the most successful bands go for a more mainstream sound at first, then experiment once they've found a following!"

"Bullshit! You just don't like it!"

"I _do_ like it." Mary Jane's eyes were wide and imploring. Such a look would floor both Gwen and Glory instantly.

Not Cindy.

"You don't! You don't like _any_ idea that wasn't yours first. Why else wouldn't you let me make us a YouTube channel? We could have _thousands_ of subscribers by now."

"We wouldn't! Because we aren't ready yet! We don't have the material _or_ the practice."

"I have _given you_ the material," Cindy said.

Glory was massaging her eyelids. "Jesus fucking Christ, you guys, will you both shut up? You're wasting our time."

Gwen drew in a long, calming breath, ignoring how her stomach growled. She twirled her drumsticks between her fingers and gazed up at the ceiling beams. Dust motes swirled in the air beneath the buzzing lights.

Glory wasn't finished yet. "Cindy, MJ's right. The song's too weird. MJ? _Cindy's_ right. You hate letting go of control. Just shut. _Up."_

The garage descended into silence. After a couple of minutes passed wherein everyone avoided looking at each other, Cindy cleared her throat.

"Anybody want Chinese food?"

The answer was a unanimous _yes_ , and when it arrived, Gwen shot to her feet, eager to help her dish it out if it meant getting to hers sooner.

"I liked your song," she offered, with an awkward smile.

The two girls were stood on opposite sides of the marble-top island. Cindy, cutlery in hand, paused.

"Yeah? Or are you just saying that because I'm holding knives?"

"No. It's because you're holding _forks_. You've pointed way too many of those things at me in the past for me to be relaxed around them. Even Ned noticed."

She cracked a smile. "You really liked it?"

 _"Totally!"_ The smell of the food was making her mouth water. She emptied the cartons onto plates more hastily. "It reminded me of early Pink Floyd. Sort of _Piper At The Gates Of Dawn_."

Cindy's expression crumpled again. "But that album _is_ too high concept!"

 _"Cindy."_ She waited for their eyes to meet. "I like the song. Now give me my goddamn chicken balls. If I go any longer without food I swear I won't make it through the rest of the night."

By the time they returned to the garage with the food, Glory had put a smile on Mary Jane's face and there was an identical one on Cindy's.

Gwen and Glory exchanged a subtle but smug look. By the time she left an hour later, Gwen did indeed have a smile on her face.

* * *

_"I signed up for a junior first aid course. Want the name of the place? I promise not to look into who else joins if you sign up as well. I won't go looking for you."_

She didn't know whether Spider-Man signed up, but he took her up on the offer of a name, at least. That had been a week ago. Now, one week later, _he_ came to _her_ with news. A warning. He tracked her down in Brooklyn that Friday night, jittery with nerves.

"Tony Stark came to my apartment tonight," he said before she could even say _hi_. "He knows who I am, he wants our help! I already told him yes, and, well, he's coming for you next."

Gwen gaped at him, blinking from behind her glaring lenses.

"I—He— _What did you just say?_ Did he _threaten_ you? Because if he _did —"_

 _"No!_ No threats involved. But he uh, he wanted something from me. _Us_. Help."

She felt like the world was spinning out from beneath her feet. Tony Stark knew who Spider-Man was. He knew who she was. He must, if he already had plans to track her. What if he was at her apartment even now? As she swung around Brooklyn he could be picking her world apart at the seams.

"I have to go," she said. "I—My parents can't know who I am. I have to go!"

_ "Wait! Spider-Woman!" _

But she didn't stop to talk. She left Spider-Man in the dust, sprinting for home faster than she ever had. Her blood pounded in her ears and the lights of the city assaulted her vision. She landed bodily against the wall, dove in through her window and was out of her suit in record time.  


Bursting from her room, Gwen startled the life out of Howard, just walking past as she appeared.

_"Fuck!"_ he cried, grasping at his shirt where his heart was.

She didn't stop to talk. She reached the open plan living room-kitchen and called, "Has anyone been over?"

Apart from Phil sprawled on the sofa, the apartment looked empty. But her heart was still pounding.

"Nobody," Howard said slowly, coming into the room behind her. He skirted around her to join Phil, giving her some serious side-eye. "Where'd you come from? Isn't there somewhere you're supposed to be?"

Even before the bite, Gwen spent a lot of some out of the apartment. She was a busy girl. But now the panic was passing, as it sunk in that no, Tony Stark was not there, she began to realise that she had no explanation for her sudden appearance.

Their parents were at work, which made Gwen the defacto "in charge" person, and the old lady across the hall, Ms Pattinson with the yappy dog, kept her door unlocked for Howard and Phil in case they needed an adult.

Gwen was supposed to be out that night. What was the excuse? Band practice? She couldn't explain her re-appearance.

Howard seemed to agree. "Did you come in through the fire escape?"

_"Yes,"_ she said. "Yeah, I was uh, visiting someone in the building. So nobody's been over?" she asked before he could look any deeper into it.

"No. Should there have been?"

"No. Don't worry about it, Howie."

She ruffled his hair, ignoring his protestations. When Phil started looking for similar attentions, Gwen put thoughts of Tony Stark and Spider-Man out of her mind. She brought her school work out from her room and settled in beside her brothers for the night.

She made sure to face the front door, but Tony Stark never showed up at her apartment.

Gwen waited up long after her brothers went to bed, until both her parents were home, before succumbing to the sleep dragging at her eyelids. Despite the energy thrumming beneath her skin, she managed to sleep.

He finally put her out of her nervous misery the next day, Saturday night, when she was waiting to meet with Spider-Man.  She heard the repulsors long before she saw him, and there her heart went again, hammering away.

Iron Man landed on the rooftop in front of her.

"You're a hard woman to track down, Miss Stacy."

The air left her lungs in a rush. "How do you know who I am?" she asked breathlessly.

"Easy. I know who everyone is. Miss Sta—"

 _"Don't_ say it again," she said. Her head span dangerously at him saying her name aloud _once_.

"Yeah. Police Captain's daughter, huh? I can see why you'd want to keep this under wraps." The face plate was still in place but she sensed it when his mood changed. "I'm here because I need your help."

"I— _What?"_

The plain speaking way in which he spoke, with no quips or smirking tones, left her blindsided.

"You and Spider-Man. I need your help."

Still feeling bewildered, she nodded. "He said you already talked to him. You approached him out of the mask."

"I did," he said, like he wasn't sure where she was going.

"Then why not do the same with me?"

"You're George Stacy's daughter, like I said. Risking your secret with him would be a bit different to risking—"

_"Don't say his name!"_

"—Spider-Man's with his family. The hell? You mean you _really_ don't know who each other is?" Finally, the face plate flipped up, and she was left looking at Tony Stark, who was staring at her like she just declared a plan to leap the Grand Canyon. "The kid said, but I thought he was _joking."_

"He didn't want _anyone_ knowing, so I agreed," Gwen said, suddenly struck with ill feelings towards Iron Man. Who was he to force Spider-Man's identity out into the open? Or hers.

"Not a smart way to run a partnership," he said.

"We've managed just fine. Until you appeared," she couldn't help but add.

"Ouch. That hurt. Really. Don't they teach kids to play nice in kindergarden anymore?"

He looked very unimpressed. Perhaps he expected more out of one of the New York Spiders. Maybe Spider-Man measured up better than Gwen did. Speaking of...

"He's coming," she said. "I can hear him. We usually meet on Saturday nights. You're interrupting."

Ignoring her last comment, his eyebrows raised. "That's gotta be seriously enhanced hearing, kid."

"Give him a minute."

It kind of stung that Tony Stark knew Spider-Man's identity while she, _his partner,_ didn't. That was what she got for respecting his boundaries, she supposed. Then her ire redirected itself at Stark again, for digging into their lives without permission.

When Spider-Man arrived, he did so much more quietly than usual. None of the fanfare she was used to. She was in no doubt as to why.

"Uh, Mr Iron Man, sir." He gave the older hero a stilted salute, which garnered a raised eyebrow in response. Then he turned to Gwen. "Spider-Woman. Hey. Has he told you yet?"

"Told me what? He talks a lot. Doesn't say much."

 _"Wow,"_ Stark said. "It feels like the penguins could march across this rooftop right now. I didn't know I was gonna cause a big freeze event by showing up here tonight."

Well yes. Gwen didn't trust him. But he was still Iron Man, and the most she could do was irritate him until he decided to leave her, and Spider-Man, alone.

"You were being condescending," Gwen said, trying not to sound defensive. "I heard at least _one_ reference to kindergarden."

"You're kids." She heard Spider-Man suck in a breath and crossed her arms in response. "This is a dangerous city for you to be running around in."

"Neither of us is the little boy in the Secret Garden," she said. "We can handle it."

Spider-Man started to intervene, saying, "Hey, guys—"

"The Secret Garden?" Stark said, interrupting with a raised brow. "You a big lover of literature?"

Gwen nodded and said, very seriously, "Sure. Old Man and the Sea. Sun Tzu. You ever read Clifford the Big Red Dog?"

"Very funny, Spider-Girl."

_"Woman."_

Stark sighed. "Look, I'm doing my best to be charming, here. Some people _do_ find me charming, you know."

"Really? Who?"

Spider-Man choked on air at her side. But Stark looked slightly amused. Her aversion tactics didn't seem to be working.

"Hey Spidey? You got anything going on?" she asked.

"Uh, no. No, nothing. Just uh, this is for you." He tossed her a compact box; the webfluid she asked him for. "You're set for the next couple months."

Stark was watching them like a hawk. For what, she didn't know, but it set her on edge.

"Thanks. I need to talk to Iron Man alone. You know."

"Yes. Right."

"Just in case he says anything you shouldn't hear. Meet me in an hour?"

"You want me to take care of Brooklyn for you while I'm gone?"

She broke into a relieved smile, glad that he wasn't taking her request for him to leave badly.

"Don't neglect Queens for my sake, Spidey. Only if you have the time."

"Oh, I'm sorry, am I keeping you two apart?"

Stark's intrusion reminded Gwen of why Spider-Man was leaving at all. Jolted back to reality, she shook her head to clear it.

"Go. I'll see you later."

"Alright..."

Spider-Man looked between them again before he took off. Gwen noticed how he lingered longer on her, and tried not to think about what it could mean.

"How do you take him seriously in that onesie?" At the question, Gwen sighed. "I mean, yours is hardly better. Are those _ski glasses?_ It's like being glared at by a really short instructor from the Swiss Alps."

"Are you going to say anything that's not a jab at one of us, or am I webbing your mouth shut and getting on with my night?"

"Yikes. Sorry to have interrupted the hot date with Underoos."

Her face flared red. _"Spider-Man is not my boyfriend!"_

"Yeah, I don't care." He didn't continue straight away. "I'll tell you what," he said at last. "All jokes aside. We'll go swapsies. Answer for an answer."

He was trying to lull her into a false sense of security, she thought. But Gwen didn't want to be lulled.

"You answer first," she said. "Spider-Man said you need our help. Why do you need a couple of vigilantes' help, rather than—oh, I don't know. The Avengers?"

Something in Stark's jaw ticked. "They're kind of the problem here," he said. "Cap's gone rogue, taken half the Avengers with him. That's why I need you."

That... sounded reasonable. At Gwen's nod, he went on.

"Okay, my turn. Why are you doing this? Most kids your age wouldn't respond to gaining superpowers by fighting petty crime."

"Because there are people in this city who need to have someone in their corner," Gwen said, her mind shooting to three individuals off the bat. "People too little for the Avengers to care about and too underprivileged for the cops to care about."

The answer seemed to satisfy him. "Your turn again."

Gwen rubbed her lips together, thinking. "Okay. Okay, why do you need _our_ help with fighting your superpowered friends?"

He pointed at her. "There will be _no_ fighting. I'm keeping this as non-violent as possible. A couple of guys who can web up anyone who might try something would be invaluable."

"But you can't guarantee our safety, right?"

"I wouldn't let anything bad happen to either of you. I _mean_ that." Stark's eyes were wide, for emphasis. "And come on, it's—it's _Captain America_ we're talking about here! Even with the strength of ten men, he wouldn't hurt a fly. The emotional toll would take him out."

"Could you stop it though?" Gwen shifted from one foot to another. "If the worst happened and fighting _did_ break out... Could you keep us safe if that happened?"

 _"Yes,"_ he said, with surprising ferocity.

"I don't think I believe you," she said, trying not to fiddle with her sleeves. "Thank you for the opportunity. But I won't get myself involved with this."

Stark looked at her for a very long moment. He seemed resigned to her answer, for which she was grateful, but he still wasn't flying away.

"What is it?"

"Nothing." He was looking at her suit. Very closely. "That box Spider-Man gave you. What's in it?"

"Why do you want to know?"

"Just wondering how this works." He never specified what _this_ was. Gwen didn't think to ask. She just wanted him to leave, now she had given him his answer. "I'll see you around, Spider-Girl."

 _"Woman!"_ she said to the Iron Man face plate, which had just swung back in place.

She heard him huff a laugh through the metal. "Yeah, right. _Spider-Woman."_

* * *

Gwen hung around the deli for another half an hour before Spider-Man showed his face again. In that time she paced endlessly, despite the rising heat making her mask uncomfortably sweaty, worrying her hands, adjusting the mask uselessly. Fiddling with her hands, which were desperate for something to do.

She turned him down.

She said no to Iron Man.

_"You said no to Iron Man?"_

Spider-Man was in total disbelief. He couldn't wrap it around his head that she wouldn't be going with him.

"The answer won't change the more you repeat it," she said, crossing her arms and looking away.

"But—But I don't want to do this without you! I mean, c'mon, it's—It's _us!"_

"You were Spidey before you met me," she said gently.

"We're _partners_. The New York Spiders."

"Exactly. The _New York_ Spiders. I have people who need me. I can't leave them. Maybe you're in a better position than I am in that area, but..."

She trailed off with a shrug and uneasy silence fell between them. Spider-Man shuffled his feet, dejection written into every line of his body, the slump of his shoulders.

"Have fun, wherever you're going."

"Germany. It's—It's Germany, we're going to," he said breathlessly.  


"In Germany. Take lots of pictures!"

_"Come with me."_

_"I can't._ There are people who need me here. You don't need me, Spidey. It's part of your charm."  She was trying to let him down softly, but the kicked puppy vibes were hard to ignore. "Come on, you get to fight with the Avengers!"

"I want to fight with _you."_

But the energy was leaving his voice. He was beginning to accept it.

He shuffled his feet some more.

"I don't think I'll be gone for long."

"You want me to watch Queens for you while you're away?"

"Don't go out of your way." Laughing weakly, he said, "If you don't have time for _Iron Man_ you don't have time for Queens."

They looked at each other. But Gwen was the first to move, taking a few steps backwards.

"Knock 'em dead, Spidey. You've got this."

"Yeah, yeah. I got this." He sounded a bit more breathless. Then he jolted like he was trying to move towards her, but instead moved away. "Bye, Spider-Woman. I'll see you around."

She took off in one direction, and he followed suit in the other. In the space of a minute, the New York Spiders were already miles apart.

**Notes for the Chapter:**

> I cut my own fringe for the first time today! Curly fringes are everything <3
> 
> Thanks so much for reading! Any feedback, kudos or comment, is immensely appreciated.


	5. On, And Later On

For Gwen Stacy, summer meant less _free time_ and more _volunteering time away_.

With the Mary Janes, in Cindy's garage. With Doctor Connors in her lab, acting as personal assistant to her and, occasionally, to her husband. She even met with Miles a couple of times, though she was pleased to note that his friendship with Ganke Lee was taking off.

Amidst all of this, _plus_ her summer homework, Spider-Woman patrolled the streets of Brooklyn even more than before.

You would think that the start of Gwen's summer kept her too busy to leave her much time to worry about Spider-Man, but no. She worried _constantly_ during the week he was gone.

In Cindy's garage on the first day of summer, with the door left open to let a breeze sweep lazily in and out, Gwen found her mind traipsing back to him in moments of inactivity.

"Gwen."

And perhaps in moments of activity, too.

A notebook bounced off Gwen's head and she startled, falling back off her stool.

_"Gwen!"_

"Wha'?"

The rest of the band were staring at her with identical unimpressed expressions.

"We've been trying to get your attention for a minute straight," Glory said. "What's wrong with you?"

"Uh..."

"Did you not sleep last night?" Cindy asked, then added to the others, "I've told her she needs to get proper sleep, _but nooo._ If you suck, we suck, Stacy!" _  
_

"I'm fine," Gwen said, fully snapping back to reality. Spider-Man was with Iron Man. He was _fine_. She picked herself up off the floor, accepting Mary Jane's offered hand. "Thanks."

 _"Wow,_ strong grip," MJ said, shaking her hand out. "If you held on any tighter I wouldn't be able to play anymore."

Glory raised her brows and Cindy rolled her eyes towards heaven, but there was no other reaction to MJ's statement, thankfully.

"Very funny," Gwen said, settling back behind her drums. "Sorry. Where were we?"

"First chorus of Changeling," MJ said, picking her guitar back up. It was red hot, like her hair. "You missed your que, tiger."

"Hey, I've come far from the days of hitting myself in the face with my sticks when I pull back too sharp." Gwen laughed sheepishly. "I'm back in the room now. Promise."

MJ hummed, smiling. "Prove it."

She shook her head, snapped her drumsticks together a few times, and at her countdown their music struck up again. She had to grit her teeth to stop her mind from trailing back to Spider-Man again.

It was a day-long practice—the first of many, Cindy promised in a very ominous tone—at the end of which Gwen braced herself for a busy night while Glory and Cindy argued.

"We can't spend every damn day in your damn garage, Moon! We have _lives."_

"Fine! If you don't care about making it to the front cover of Rolling Stone Magazine, I guess we don't _have_ to meet _every day."_

She ran home for a late dinner, trying to eat as well as make a dent in her summer homework, _as well as_ keep an eye on her brothers, who ate with their dad before she got home. They had since moved on to loudly arguing over whose turn it was on the xBox.

"It's my turn because Dad said so!"

"Yeah, well it's _my_ turn because _you're_ a dumbass!"

_"Howard,"_ Gwen intoned.

She didn't break speed in her work to look up at him, but could sense his rising sullenness from across the apartment.

"Why do you always have to side with Phil?"

"I don't."

She didn't mean to sound so flat and sarcastic but there was only so much she could put her energy into at one time.  Eating, homework, and—in the back of her head—worrying about Spider-Man.

What if something went wrong? What if Captain America really _had_ gone off the rails, and wasn't as cuddly as Tony Stark thought? The Spiders might have superior strength on their side, but Captain America was infinitely more experienced.

"Gwen!"  Phil appeared at her side and was tugging on her arm.  "Come to the park with me!"

She looked over at the sofa; Howard had won control of the xBox in the time she was spaced out.

"Take me to the park, Gwen."

"Tomorrow, Phil," she promised, mentally going through her schedule for the day and marking out a two hour free period when she had nothing planned. "We'll go tomorrow. I have to work tonight."

He pouted at her but relinquished her arm and padded back to the sofa, where he sat slumped over, mindlessly staring at the TV as Howard loaded Assassin's Creed. She sighed, twisting her fork around on her half-empty plate. Left over lasagne, courtesty of her dad. In her other hand was a pen, hovering over her notepad. Some of her work was looking a bit nonsensical.

But time was getting on and if she didn't hurry, she would be late for Quinta leaving the tattoo parlour, and she wanted to scare away any lurking Robbies before that happened.

Still kind of hungry, but also with a stomach that was cramping a bit because she ate too quickly, she swung out into the early summer night after locking her bedroom door and declaring herself too busy to disturb, "even if the building is on fire! I mean that _Howard."_

On the way to the parlour she stopped a car crash and a Grand Theft Bicycle that Spider-Man would be proud of. Then pulling up to Daredevil Tattoos—the name always made her grin—she spied Robbie Martinez lurking across the street.

The last time she saw him was when she fought him with Spider-Man, but tonight he was alone.  Maybe he thought the start of summer would draw Gwen away from her duty. He was wrong as well as lonely.

"Mr Martinez! Nice night, huh?" He startled and whipped his head round in all directions before his gaze landed on her, perched atop a street lamp. "You waiting for someone?"

"Leave me alone, Spider-Woman," he warned. "I need to see her. It's none of your business."

"We've had this talk before, Robbie. I won't repeat myself. Just leave, or I'm webbing you up."

"Go fuck yourself."

Gwen sighed and looked into the parlour. Quinta was busy with a client, but the owner, Jessie, was standing in the window, watching their exchange. Gwen shot her a little salute and turned her attention back to Robbie. He was looking at Quinta.

"Lets go Robbie. It's too hot for this."

To her surprise, that made him crack a grin.

"Might have something to do with that dumb fucking mask you always wear."

"I _said_ lets go."

_"I heard you._ Guess you're gonna have to make me leave, 'cause I'm never gonna give up on Quin."

So Gwen grit her teeth, squared her shoulders and—keeping an eye on the glint of a knife blade inside his jacket as she leapt from her safe perch—she made him leave. After, she walked Quinta home, and went out into Brooklyn, looking for more.

The urge to fight was in her veins, and now summer had arrived, time was on her side.

* * *

Gwen woke late the next morning, having stayed out later than usual, and laid in bed just to enjoy the comfort for what felt like the first time in months. It was like floating, not on a cloud, but along a lazy river, gently weighed down by the thin layer of water topping her.

She dreamed last night that Spider-Man was home and safe.

A small smile curved her lips and she stretched, twisting deeper beneath her covers.

_ "Gwen! Lets go Gwen! Get up!" _

Someone jumped on top of her, squishing the air from her lungs.

"Phil..."

She promised to go with him to the park. Of course. She couldn't wait until he was old enough to take himself. Four months to the big _1-0_.

"'kay, Phil. 'm gettin' up."

"I brought you a muffin to eat, and a breakfast bar," he said, clambering off her again. "And I asked Mom to make you coffee."

When she forced her eyes open, blinking rapidly against the light pouring in through the windows—she often forgot to close the curtains—she looked to the side and saw a blueberry muffin sat on the bedside table, along with a Nature Valley cereal bar.

With a jaw breaking yawn, she snatched up the muffin and trudged into her day.

Her mom, in the kitchen, was waiting with Gwen's coffee in a travel mug. She thought she was dreaming when she saw Helen Stacy, lawyer extraordinaire, dressed in something other than her suits; fancy sweatpants and a faded t-shirt printed with roses.

"I'm driving your brother out to your aunt's house in Boston," she said, pressing the mug into Gwen's hand. "He's going to a concert with your cousins tomorrow."

"Who are they seeing?" she asked, before taking a deep, long sip.

"Some sort of Skrillex band, I don't know. _Howard,_ are you ready?" Gwen could hear him dashing about in his room. Her mom sighed. "Thanks for taking Phil out, Gwennie. Don't go in your pyjamas."

As her mom kissed her on the forehead and stalked off to wrangle Howard, Gwen realised that she had, in fact, been about to go dressed in her _Tofuelled_ pyjamas. The ones with the dancing tofu pieces on the shirt and matching shorts.

She was still too sleepy to be embarrassed, but she ran off to change before Phil could come bounding in, pushing her out the front door.

Phil was meeting his friend Gab at the park a few blocks from their building, which meant Gwen's duties didn't really extend beyond keeping an eye on them from a distance. At the moment, they were racing each other on the miniature obstacle course.

She sipped her coffee and scrolled her Instagram feed. Flash Thompson was bragging about one of his dad's new cars. Again.

"You're not even old enough to drive it yet," she muttered.

Then before she knew it, someone was sat next to her.

Harry Osborn.

"Good morning, Gwen Stacy." When she only stared at him, he raised his eyebrows. "What, is it weird seeing me spawn outside Doctor Connors' lab?"

"Yes," she said before she could stop herself. "I mean, I just didn't expect to see you _here_. Do you—Do you have someone you're waiting for?"

She looked at the playing children, laughing and precocious, and wondered about a secret Osborn. From all she had heard about Norman, she didn't think said child would blend in very easily. But there were no children she could see dressed in small business suits and abject misery.

Phil and Gab were going around and around on the steel spinning wheel, shrieking madly.

"No. I was just passing and I saw you sat on your own. Lucky, huh?"

"Lucky," she repeated, staring at Harry again.

"I mean, it's summer now. I probably wouldn't see you before September otherwise."

"I'm volunteering with Doctor Connors," she said. "Like, helping her out in her personal lab, and stuff. And sometimes her husband might be there. Curt Connors. You know him. I'll stop now."

He was smiling at her. "You're still coming in? That's good news. Guess I won't be endlessly wandering the halls of Oscorp this summer after all. You mind if I visit?"

"I think that's more down to Doctor Connors than me," she said, but she was smiling too.

"Martha's a softie really," he said. "She likes me, she just _pretends_ she doesn't."

"I'm sure."

"So I guess I'll see you at Oscorp." His smile widened. "I'll talk to you later, Gwen Stacy."

He walked away, looking oddly in-place in her little corner of Brooklyn, with his green flowy shirt and posh boy shorts. Before he rounded the corner, he turned back to find Gwen and winked at her.

She smiled again, and kept scrolling through Instagram. Mary Jane and Glory were spending the day on Coney Island together, on a not-date. They posted a selfie in front of the Coney Island Cyclone.

_cutee_ , she commented, and switched to Twitter against her better judgement.

Then her sixth sense rang, and time slowed down. Phil was tipping backwards off one of the slides. His arms pinwheeled, his eyes went wide—

But Gwen was there before he could fall, righting him.

 _"Jesus,_ Phil. Be more careful!"

He and Gab were staring at her, wide eyed. As were the other occupants of the park.

"How did you do that?" Gab asked.

Gwen's brain spiralled. She glanced back to the bench she had been sat on a moment ago; thinking about it, the distance was pretty big.

"Uh, big sister instincts," she said. "They're like under developed dad reflexes. Mine's still tuning itself to dumbassery."

"You got there in time," Gab assured her.

"Thanks, Gwen," Phil said.

She huffed. _"Be more careful,_ or we're going home."

The kids ran themselves ragged for another hour, before Gab's dad broke up the party.

"I have to get your back to your mom!" he told the protesting girl. "Come on, don't you want to go to Harry Potter land anymore?"

Her kicking and screaming died pretty fast after that, and she let her dad lead her away with a backwards wave to Phil.  He watched despondantly, and didn't cheer up until Gwen promised to take him to McDonalds on their way home.

"I need to stock up on calories anyway," she said, thinking of all the homework she had planned to get through that afternoon.  Maybe she could sit out on her fire escape to do it.

_That sounds good,_ she thought, smiling as a sweet breeze lifted her hair slightly.

She ordered a peach ice tea, jumbo-sized, and ushered Phil home with his Happy Meal so she could get started before all the ice melted and watered down the peach syrup.

Four hours passed in peace, curled up on her fire escape and looking out over the bustling city below, when she heard the door to their apartment open. Dad was back from the precinct.

His appearance surprised her out from her hidey hole and she went stumbling back into the apartment.

_"Dad?"_

He paused in between hanging up his hat and closing the door.

"Have I walked into the wrong apartment?"

"No, I just haven't seen you here in the daytime for ages. _Wow."_

"It can't be that surprising, Gwen. Where's your mother?"

"Taking Howie out to Aunt Emily's."

"Right, right. Philip?"

"In his room."

She and her dad hadn't been the same room alone since the night she asked him about Quinta. Looking at him, it was obvious that she was the only one who still remembered it.

"I feel like you haven't been around in ages," she said, with an uneasy smile.

"We're busy down at the precinct. The commissioner's chomping at the bit for us to bring in _the Spiders."_

Gwen startled, both at her dad's mention of them and at the disdain in his voice. From his tone, he spent a lot of his days having to talk about the New York Spiders.

"Why—Does he not like them?"

"We're _tolerating_ them. But vigilantism is a disease. The more people come to place their faith in unknowns hiding behind masks, the less seriously the police are taken as a public force. We can't have people doubting us on a mass scale."

Police Captain Stacy looked very, very tired. Not the kind of tired that was fixed by sleeping.

"Then it sounds like you need to give them more reason to have faith in you," she said. "If the public are turning to people in masks to keep them safe, the police have failed."

He stared at her. "Where's this coming from, Gwen?"

Quinta, who Spider-Woman walked home from work every night. The Parkers, struggling to make ends meet while Ben's killer went unidentified, months after his murder.

"The Spiders haven't hurt anyone," she said instead. "I just don't know why you hate them so much."

"They haven't hurt anyone _yet_. And I don't hate them, I don't _trust_ them. They operate outside the law, Gwen—"

_"When do they do that?"_ she cried. "All they ever do is web up people who are actively committing crime! Would you rather they let the theives and muggers and—and _rapists_ just carry on with their business?"

Before she was finished speaking he was protesting what she said.

_"Never suggest something like that again!_ My God, Gwendolyn, what's the matter with you?"

"Dad—"

"No, _enough_. I've heard enough." His eyes were wide, searching her face like she was a total stranger. "I think you should go to your room."

"Yeah, I think so."  Her voice trembled, but even she didn't know if it was upset or anger.

She stormed away, skirting around Phil, who had been drawn out into the hallway by the sound of fighting. Settling back into her working nook on the fire escape, she stewed in silence.

Like this she remained until her door crept open, and little sock feet slid across her hardwood floor over to the open window.

A hand knocked on the windowsill.

"Yeah, Phil?"

"How'd you know it was me?" he asked, clambering out to join her.

"Lucky guess," she said, holding onto his arm as he steadied himself. "You okay, kiddo?"

"Yeah. Do you and Dad hate each other?"

Her heart sank and she looked away from him. "No, Phil, of course not. It's just—It's complicated. We disagree about the New York Spiders, and we had an argument over it."

"But you still love each other?"

_"Totally_. I'm sorry that we scared you," she said, turning to him again. "Must have been freaky to hear us shouting like that."

_"Super_ freaky."

"I'm really sorry, Phil."

"'s okay." He was picking at the hem of his t-shirt. "Dad's really sorry too. He's taking me to see a movie."

"Ah."

"I'll bring you back some candy."

"Don't worry about me. Go crazy! Ingest an entire candy store! Just don't throw up in my room afterwards."  When he giggled, Gwen cracked a smile. "Have a great time."

"I will! Are you gonna be okay on your own?"

"With Spider-Woman patrolling the city?" She winked. "How can't I be?"

Not long after, as Phil and George Stacy crossed the street to the movie theatre, the masked vigilante bounded overhead, and waved when Phil called her name. George watched her go with a thin-lipped expression, and pulled his son away.

When they got home later that night, Gwen was gone, and she had left a note on the kitchen island which said she was gone to stay with Cindy.

Her bedroom window left was open, George noticed, the velour curtains flapping in the scant breeze.  


* * *

Gwen fell into a haphazard routine of following phone alarms to remember one appointment to the next.

She spent her days out as Spider-Woman, completing homework from the tops of skyscrapers where existed the only relief from heat in New York. She worried about Spider-Man, then she went off to Oscorp to assist the Doctors Connors, and struggled to get used to seeing her supervisor work alongside her husband. She went home and flopped out on her bed for a while. Then she went out as Spider-Woman again. _Then_ she went to Cindy's house for band practice the next morning. And repeat.

She continued on in this state of hyper activity until the day she found out Spider-Man was home.

It was late evening, or early nighttime depending on who you asked, and his elated whoops were audible from blocks away, not only by Gwen, but by regulars on the street, with their regular non-spider enhanced hearing.

_"Wa-hoo!"_

Gwen's heart rate picked up at the sound, and before she knew what she was doing her feet were carrying her towards it, and she was webslinging her way across town.

_"Spider-Man?"_

She found him flipping and swinging and tumbling between Queens' skyscrapers, but her call had him startling in mid-air, narrowly avoiding another face-to-face meeting with the side of a building.

_"Spider-Man!"_

_"Hey! Oh my god, hey!"_

_"I've been so worried about you!"_

_"I know, I missed you so much!"_

_"Would you two shut the hell up?"_

Gwen started; a guy down in the street was glaring between them with his arms crossed, and she realised they were shouting across buildings to each other.

 _"Sorry, sir!"_ Spider-Man called, and then swung over to join her.

From a distance, she had thought something about him was different. Was it his confidence? Was he missing a limb?

Now he was in front of her, it was obvious. He was wearing a new suit. But she didn't have time to comment; as soon as Spider-Man landed he was drawing her into a too-strong hug and then pulling back to hold her by the shoulders.

"Spider-Woman, I have so much to tell you."

She sought after his goggles and found herself looking into a hi-tech double of her own glaring lenses. The whites shrank and expanded as he rambled.

"You should have been there! It was the coolest thing that's ever happened to me. I met War Machine and Black Widow and I _stole Captain America's freaking shield!_ And I fought him too, and I almost had him, I _swear,_ but then he dropped a jet bridge on my head—"

_"What?"_

"—but I totally took down Falcon and this dude with a metal arm—"

_"Captain America dropped a jet bridge on your head?"_

"Hey, it was cool, I'm fine. And then there was this guy who could grow into a _giant,_ and I totally figured out how to take him down. You know that scene in Star Wars with the—the walking thingies?"

He was talking too fast for his mouth to keep up and he was stumbling over his words.

Gwen's head was spinning. "I thought Stark said no fighting. Why did Captain America _drop a jet bridge on your head?"_

"I don't know, they just ran at us, and then we were, like, fighting, I guess." It seemed his steam had run out, at least temporarily. His ironclad grip on her shoulders lessened, then fell away completely, and his arms dropped to swing by his sides. "I was okay."

"You said he _dropped a jet bridge_ on you." She didn't know why she was so upset and, it seemed, neither did Spider-Man.

"Hey, I caught it! And Mr Stark benched me when he thought things were getting too serious."

"He—He did?" Relief unfurled in her chest. "Well that's something, I guess."

Spider-Man nodded. "Uh huh. And he made me this suit. Can you believe it?"

 _Stark_ made the suit. Of course he did.

"He wouldn't have let you go out there defenseless," she said, examining the details of the suit more closely.

It was beautiful. The same red and blue of his original suit. Her attention kept drifting back to the eye lenses, the design clearly taken from Gwen's ski glasses.

 _"Isn't it the coolest thing ever?"_ he asked, giddy with excitement.

"Sure is," she said.

Something in her tone must have betrayed her misgivings, because he stilled.

"You okay? Do I need to have words with someone? New York been treating you right since I've been gone?"

She crossed her arms and looked down at her feet. "Fine, fine. Just busy, you know?"

Her trainers were battered, nearly falling apart after months of Spidery activities. Covered in the grime of Brooklyn. Just across from her, Spider-Man's shiny new suit made hers look laughably inadequate.

"So the suit was Stark's thank you gift, I guess?"

"Sure was! I mean, I'm kind of like an Avenger almost. Guess I need a new suit for that."

"Guess you do. He's making you an Avenger?"

"Well no. Like, he didn't say it, but it's implied, right?"

She looked at him knowingly, until he started to squirm.

"What did he say, Spidey?"

When his mumbled reply failed to reach even her ears, she asked him to speak up.

"He told me to say close to the ground, okay? To concentrate on helping old ladies across the street." At Gwen's bubbling laughter, his lenses narrowed into a glare. "Don't mock! Old ladies need help crossing streets, okay?"

"You're speaking to someone young enough for Stark to dust off the kindergarden jokes for." She released the tension she had at some point started holding in her shoulders. "I uh—It's good to see you again."

"Yeah, you too. I uh, took those pictures you asked for. You wanna go get something to eat?"

Just as she began to answer, her phone vibrated. When she turned to check it, an unknown number appeared on-screen.

_Miss Stacy. I need a word. See you outside Oscorp in five, where we can discuss your poor choice in internships, among other things.  
_

"Everything okay?"

She turned back to Spider-Man and saw a hi-tech remake of her own mask looking at her. A shot of something hot and unpleasant passed through her and she shook her head.

"Sorry. Something's come up. Rain check on that food, okay?"

"Oh, okay. I'll see you on Friday?"

"I'll be there!" she called, and slung out a web before he could say anything else.

* * *

Gwen arrived at Oscorp Industries as the sky went pink. At some point, as she retrieved one of her emergency backpacks and changed out of her suit, her sixth sense began to tingle at the base of her neck.

A Mercedes Benz was pulled up, idling. As she walked towards to it, the rear window rolled down.

"Glad to see that you turned up, Miss Stacy."

"Mr Stark." She shifted, fiddling with the straps of her backpack. "I didn't expect to see you."

"I thought you had better taste." He was looking past her, at Oscorp, with visible dislike. "Can I give you a ride home?"

Gwen nodded reluctantly, and slid into the backseat beside him. The car pulled away from the curb, but as she looked at the front seat, the divider went up.

"So. New York is still standing. Good job on that."

"Thanks..."

She settled back into the leather seat as well as she could whilst remaining on edge. There was a black case in the footwell between them.

"You've already seen Spider-Man. I know everything, remember? What did you think of the suit? I'm assuming he kept still long enough for you to see it, but having spent time with him now, I know I shouldn't. You know what they say about assumptions."

"No," Gwen said, "what?"

He paused. "I dunno. Something about donkeys. Anyway, the suit. Thoughts?"

"You took the design for the lenses from me," she said.

"Yes." He looked at her, and she could see him squinting through the dark glasses he wore. "And I took the colour scheme from Spider-Man's onesie. Is that a problem?"

"You could have mentioned your plans to me first."

"I don't answer to people who aren't tall enough to ride all the rollercoasters at Disneyland."

"That's heightist," she said.

Stark levelled an annoyed look at her. "You're a very disagreeable person."

"Yes! There, I've agreed with you. Now let me out of the car."

"No. Sorry, I'm disagreeable too. I can't let you go, Miss Stacy, before I show you this."

The case opened with a low hiss and expanded out in a flash, to show...

"Is that—"  


"The new and improved Spider-Woman suit? Yes it is," Stark said, taking no notice of Gwen's dumbfounded expression. The lenses, like Spider-Man's, copied from Gwen's _Swiss Alps Instructor_ glasses. "I don't care that you didn't come to Germany, I couldn't in good conscious let you keep going around in that ski get-up."

"You made me a suit."

"Same as Spider-Man's, functionally. Give it a whirl when I'm gone."

Gwen blinked once. Twice. "I can't take this!" she said, pointing at the suit.

His face creased in a frown. "Of course you can. Why can't you?"

"Because—Because I don't want to owe you anything! You gave Spider-Man a suit because he helped you out, I get it, but—"  


"I don't want anything from you, except for you not to be a front page headline anytime soon. The sentence _Spider-Woman: Dead At Fifteen_ gives me heart palpitations." It made her stomach jolt nastily as well, in truth.

The car pulled up outside her building, and for once, Gwen's brain was stalling for excuses. Maybe it was a side-effect of being around someone who was a more practiced bullshitter.

"So. You're taking the suit. Good talk," Stark said, while Gwen's mouth was still opening and closing like a fish. He reached over to open her door and nudge her outside. "Don't die, Miss Stacy. Spider-Man's poor little nerd heart couldn't take it."

**Notes for the Chapter:**

> I don't like the idea of Spidey's iconic bug-eyed lenses coming from any source other than Spider-Man, but I also like Peter's original goggles from the MCU, so I gave credit to Gwen so at least it comes from a Spider-person.
> 
> Some horrible family news disrupted me halfway through the week. I won't go into details but I tried not to let it effect the second half of this chapter, which is what I worked on after I heard about what happened. I hope my work was unaffected, but I'm sorry if it was.
> 
> Feedback is appreciated <3


	6. Beautiful People Won't Remember You, Honey

The case containing the Stark suit was shoved underneath Gwen's bed, and it stayed there. She hadn't gone out in the suit. She hadn't even tried it on.

In the week after Tony Stark pushed it on her and drove off into the sunset, Spider-Woman continued to patrol in a hoodie and trainers. The biggest difference was that Spider-Man was back, and flashier than ever.

They met, as always, on Friday night, at the deli which sat on the border between Queens and Brooklyn. At the height of summer the sky was still light and pink, but changing to mauve steadily. In the middle of the city the breeze was far from sweet, and cloying. It made wearing her ski mask feel like being in a closed space, gradually heating up.

"You're not wearing your suit," Spider-Man said.

Gwen shifted. "Yes, I am."

"Mr Stark said he made you a suit like mine," Spider-Man said. He sounded confused. "You're not wearing it. You totally should! We'd match again that way. They feel great to wear, really aerodynamic, and the webshooters are, okay, kind of weird, but once you get used to them they're great too. The crotch kind of rides—Uh, I mean— _F_ _orget I said that last part!_ Please!"

"Wow, Spidey."

 _"Please_ forget I said that. I'm actually _begging_ you."

His hands were pressed together as if in prayer. She was just wondering whether she could hold out long enough for him to get down on his knees, when they were interrupted; a couple leaving the deli below just happened to look up and spot them.

 _"Hey, Spider-Man!_ How's it going?"

He gave them an awkward little wave. "Uh, it's going good, sir."

"Love the new suit, Spidey," the woman said, with a double thumbs up for emphasis.

"We've missed you, man! Where'd you go?"

He laughed, sheepish, and said, "Sorry, trade secret. It's good to be back!" The couple left, clearly jazzed about having met Queens' own defender. "That's never happened before," he confided to Gwen, running a hand over the back of his head. "That was—Wow."

"Well, you were gone for a week," she said. Her eyes kept following the retreating backs of the couple. "They missed you."

"So, no suit. What gives?"

Gwen didn't know how to answer. It wasn't that she was unappreciative. She knew it must have taken Stark a lot to make. But she just—

Couldn't.

She couldn't even put the suit on in the privacy of her own bedroom. The farthest she had gone so far was taking the new mask and slipping it on over her head. The material didn't squeeze or constrict the way her ski mask did. It was soft and comfortable, and, oddly, had a sort of new car smell that Gwen absolutely _loved_.

But it was all too much. Even that little gesture, of trying the mask on, made her lightheaded. Dizzy, even.

She stood before her floor length mirror, watching the pink lenses—the same shade exactly as the pink on her hoodie—contract and expand. As whatever technology Stark had crammed into the soft material zeroed in on things in her line of sight, cataloging; her drumsticks, a biochemistry textbook, her own masked face in the mirror, which looked very small.

Gwen grew short of breath. She whipped off the mask and stuffed it, along with the rest of the Stark suit, beneath her bed. The case was now gathering dust.

Spider-Man expected an answer, but how could she explain all of that and not sound like a crazy person?"

"I—I don't know, Spider-Man. I just can't... wear it."

"Is there something wrong? I can call Mr Stark if there is! I mean, I'd call Happy—that's Mr Stark's driver—and _he_ would tell Mr Stark. What's wrong with the suit?"

Were she not in the throes of a good old-fashioned spiral, Gwen might have found something about his rambling familiar. As it was, she was too wrapped up in her own head to notice.

"No no, it's just—something I've got to figure out, on my own," she said lamely. "Don't worry about it."

"But—"

"Can we just get on?" she asked, hoping her voice wasn't as sharp as it sounded to her own ears. "We've both got stuff to do, Spidey. What's happening in your neck of the woods?"

"Not much," he said after a nearly imperceptible pause. "Is it just me, or is New York more boring now summer's started?"

"Pretty sure it's just you," Gwen said. "Have you heard about this guy calling himself _Koala Kommander?"_ There wasn't much to catch him up on, but as long as he wasn't asking her about the Stark suit anymore, Gwen was happy. "Yes, he is... _exactly_ what he sounds like."

"I can't believe I had to miss that," he said.

"I wouldn't mourn too hard. Bringing him in for arrest has been the most high profile thing I've done so far." Her disappointment was undisguised. "Half of New York associates Spider-Woman with _the_ _koala dude_ now."

"What about that woman you were helping, a few weeks ago. Uh, Quinn? Quinta? Is she okay?"

A smile melted her tense expression, the question softening her heart. "Yes, Spider-Man. I've been watching out for her."

"Good! I uh—I guess she has nothing to worry about, if she has you."

"Not nothing. It's been months since it started, and her stalker still hasn't given up. But neither has she. Neither have I."

He was staring at her. Without the mask, it could almost be called _gazing_. The weight of the look was heavy, though, and she didn't think it was her mask making it suddenly harder to breathe.

"I don't think you've ever given up in your life, Spider-Woman," he said, and the tone in his voice had changed, too. It was reverent. "I don't think you know how."

Her mouth opened and closed. "I—Thank you, Spidey," she mumbled.  


When they went their separate ways not long after, she let out a long, _long_ sigh of relief. But she supposed he was right. She hadn't given up on New York yet; maybe she wasn't programmed to.

* * *

In the few hours she had free after waking the next morning, Gwen brought the suit out from under her bed.

She was considering putting it on, just for a test run, and was knelt on the floor with it laid out in front of her for examining first. It was black, mostly, with a white upper half and a hood, the inner lining of which was done in the same pink as the lenses. Stark had really made an effort to have it resemble her own suit as much as possible. For recognitions sake, she supposed.

She played with the wrists, where the webshooters needed to go, and felt _something_. She wasn't sure what, but the solid bulk of her own webshooters was nothing like it. Spider-Man _did_ say they were weird...

Examining further down, the feet of the suit were mint blue; again, same as the trainers she wore as part of her ensemble.

But she felt a chill rip up her spine when she realised that they were also done in the style of ballet slippers.

Gwen hadn't been a ballerina in _years_. Which meant that Stark, when he was looking into her, hadn't just dug into her present, he dug into her _past_ as well. He probably knew everything about her. He knew enough to track her down easily on the night he took Spider-Man away.

Suddenly, the lure of the suit vanished. She dropped the mint toe like it had burned her and skittered back several paces, until she knocked against the wall.

That suit was crammed full of Stark tech. Even without it he managed to unmask her. How could she know what he had wired into it?

After a few frozen moments passed, she sent a text to the unknown number he first contacted her with.

_Can we talk? It's gwen stacy_

Then she stuffed the suit back into the case and under her bed—no test runs just yet—and put her mind to other things as she waited for a response.

One came a couple of hours later, as she was heading off to Oscorp.

_Boss is busy. You bleeding out? - H.H._

Gwen stared. Who the hell was _H.H.?_ A stab of irritation coursed through her as she realised that whoever this number belonged to, it wasn't the through-line to Tony Stark that she thought it was.

 _No,_ she replied, busy as she was trying to navigate the crowded subway. _Forget I said anything_

Judging from the lack of a further response, they did.

When she walked into Doctor Connors' personal lab, she was still lightly simmering over the whole interaction. If she wasn't worth the time, then so what?

"Didn't want the dumb suit anyway," she muttered, pullung on her lab coat with enough force to strain the stitches holding it together.

"Did you say something, Gwen?"

Doctor Connors was watching her with a small smile pushing at her lips.

Gwen gave her a sheepish look and went over to their work station, resolving to put H.H. out of her mind.

"Sorry. Just someone getting on my nerves, is all."

Doctor Connors hummed and said, pointedly, "I hope you can put them out of your mind, Gwen. We've got work to be getting on with."

"They're out! They're totally already done, don't worry."

Gwen was infinitely fortunate to be spending her summer at Oscorp; of all the interns Doctor Connors could have chosen to take on an assistant, she was it. _"You're perfect for the job, Gwen. You work hard, you ask the right questions. Most of all, you're dependable."_ And so far, Gwen was living up to the rave review, which was why she couldn't let something like H.H. throw her off her game.

She planted her hands on her lips, looking around Doctor Connors' personal lab.

It was smaller and, oddly, cosier, than the intern labs. On the cluttered desk were three photo frames; one featuring the Doctors Connors on their wedding day, another their young son Billy, and the third, the whole family, smiling at the camera. A _World's Best Dad_ mug was stuffed full of pens and various scientific instruments.

"So, what are we working on?"

"We're having a lot of fun today," she said. "Checking over test results and inputting them to Excel."

 _"Fun,"_ Gwen said, sliding onto her lab stool. She looked at the absolute wedge of paperwork waiting for her with apprehension.

Doctor Connors chuckled. "Feel free to put on a podcast to help pass the time. We'll stop for a coffee break at two."

Then she opened a desk drawer, brought out another pile of papers, two inches thick, and added them to the load in the middle of the table. They thudded to the table with a bang that made Gwen wince.

She looked at them, then at Gwen, with raised eyebrows and a sympathetic smile. "Do you want us to sigh together?"

It was three hours before Doctor Connors announced they were breaking for coffee. By that time Gwen's eyes were glazing over, all numbers had long ceased to look real, and her fingers kept unintentionally hitting the wrong keys. She hadn't stood, or even _moved,_ since she first sat down.

"You're taking twice as long to enter data right now," Doctor Connors said when Gwen insisted that she could keep working. "You _need_ a break, and deserve one. We've made serious progress so far."

Gwen's only response was a jaw-breaking yawn, and letting her head fall into her hands. It was only two pm. This tiredness was laughable. She yawned again.

It wasn't surprising when, after Doctor Connors left, Harry poked his auburn head into the room.

"Is she gone?"

"For now." Gwen's lips were twitching but she didn't comment on his startled-gopher expression. As he slipped inside she said, "So what are you risking her disapproval for today?"

"You. I wanted to say hi." He sat down opposite her. "What are you working on?"

"Do you really care?"

"Eh. I won't understand, whatever it is." Even so, he was trying to read her work upside down. "Where'd the good doctor go?"

"To fetch coffee, to lessen the existensial pain of paperwork. She won't be long, probably."

"Yeah? Then I kinda need to hurry it up."

"What do you mean?"

Harry kept staring at the table for a second more. When he drew in a steadying breath, her brow furrowed.

"Harry—"

"You want to go get lunch some time?"

He was looking at her now, with pursed lips and a surprisingly serious expression.

Gwen said, "What?"

"Uh, lunch. You. Me."

"Lunch."

Suddenly, she was compelled to think about Peter. Her _thing_ for him. The _thing_ that was going nowhere because he had Liz. _Wanted_ to have Liz. Whatever. But when Harry looked at her like he was, so intent and focused, _on her,_ the thing for Peter felt more like a fantasy than it ever did before.

 _"Lunch,"_ she repeated. "Yeah. Sure, I'd like that."

Harry smiled, and Gwen found herself smiling back. Her heart was even _fluttering,_ and her grim mood was briefly interrupted. Blissfully so.

But she could hear Doctor Connors returning. The thick rubber soles of her shoes sounded distinctively against the tiles.

"You'd better get lost if you want to live long enough to go for that lunch," she said, still smiling. When he frowned, she added, "I have a feeling Doctor Connors will be back any moment."

And as if one que, the door opened a second later.

"Mr Osborn," Doctor Connors said, not noticing Harry's gape-mouthed expression. "Are you bothering my assistant? Important work is being done in here, young man."

"Harry was just leaving," Gwen said, when it became clear that he wouldn't say anything himself. "Weren't you?"

She got up and nudged him in the small of his back, continually, until he was across the lab and out the door, which Doctor Connors held open for him, and closed the moment he was across the threshold.

The last Gwen saw of him was of his fish impersonation, and then Doctor Connors was chuckling. She pressed a hot cup into Gwen's hand, drawing her attention back into the lab.

"So," she began, moving over to her station, "he's _Harry_ now, is he?"

Gwen smiled, but didn't rise to Doctor Connors' bait. Not even when her husband, Curt, arrived, with little Billy in tow, and she drew them into the nonsense as well.

Billy didn't play along so well. He was too busy pretending to be Spider-Man, as Curt explained to her.

"He can't get enough. I don't know whether I should worry about him giving up his dreams of being a scientist, or whether I should just be relieved that he's finally developed an interest in something else."

An ambiguous feeling tightened her chest.

She watched Billy leap around his mother's lab, pretending to shoot webs out of his wrists, until that ambiguousness developed into a sensation wholly unpleasant. She thought, inevitably, about the Stark suit under her bed.

* * *

Time for dwelling on the Stark suit was scarce when she left Oscorp at five o'clock and had to sprint across town to make it to Cindy's on time for band practice at six. (A traitorous little voice in the back of her head reminded her that the Stark suit would have folded down enough for her to carry around in her backpack, and she wouldn't have had to run.)

"Eat, sleep and crap on your own time, Stacy," Cindy said over the phone. "Just be here."

Distasteful figures of speech aside, when Gwen arrived Cindy had a host of different take away foods waiting, and she was content to start talking as Gwen and the others tore in.

"Perks of having rich and absent parents," she said. "They might not see me for days at a time, but at least it means they won't ask questions about where all this food goes."

"Sounds like heaven," Mary Jane said under her breath. Gwen quirked an eyebrow but before she could ask, Mary Jane continued on in a louder, perkier voice. "I actually have some news about the band."

Cindy nodded. "Do tell."

"I met this guy, Dave, who runs one of the best up and coming music stores in New York," she said, and bit a spring roll in half.

"Always networking," Cindy said approvingly. "That's why I like you so much."

MJ grinned, and went on. "So I've been going to see him most days this summer, and yesterday, I _happened_ to mention the band to him."

Gwen looked up just in time to see Cindy's smile freeze.

"Oh?"

"We got to talking, and... He wants us to play at his store! I said yes, of course, so we've got our first gig! You're welcome."

MJ, so pleased with herself, didn't notice the growing look of upset on Cindy's face. Gwen and Glory did, though.

"You already said yes?" Cindy asked, her voice hard.

"Here we go," Glory breathed.

MJ looked between them. "Well sure. Should I not have?"

"What does he want from us? Who's paying who in this scenario?"

"Nothing! No one!"

"He's just doing this out of the goodness of his heart?" Cindy asked. "If you're not being sold a product, you _are_ the product."

"You spend too much time on Twitter," Glory murmured, scrolling through her phone by now.

MJ sighed. "Cind, he's just trying to be nice."

"Nothing comes free in this life," she said, with probably more theatrics than intended, and waving a pizza slice like a sword. "Let _not_ the price we pay be our own autonomy as a band!"

"I thought you'd be happy about this. You wanted more exposure for the band? Well this is it."

Glory nodded. "Sounds to me like the guy's doing us a favour. But we can put it to a vote, if you want."

At that, Cindy closed her eyes and took a few moments to breathe deeply. When she came to the end of them, she nodded.

"Right. You're right. I'm—" She stopped and started again. "I'm sorry."

"Okay." MJ looked like she was _just_ refraining from breathing an obnoxiously loud sigh of relief. "Can we get started?"

They played straight through from six til seven, only stopping for a water break when MJ's voice started noticably cracking. Gwen shook her arms out and reached for her phone.

"This is good!" Cindy said, nearly bouncing in her optimism. "We sound good. Don't we sound good?"

"We sound good," Glory nodded.

Gwen didn't pay them any attention; Harry had texted her.

_so lunch. norman's got me busy most of the week but im free next tuesday if you are ;) ;)_

She grinned, and told him that she was.

 _Two winky faces?_ she added. _are you an emoji whore?_

_;(_

_Subway + central park?_

Mary Jane walked back into the garage, toting bottles of Doctor Pepper. She tossed one at Glory, at Cindy, and then at Gwen, who caught hers without looking.

"Show off," MJ scoffed.

"Are we ready to work?" Cindy asked. "We'll go until ten."

 _"Eight,"_ Glory said.

"How about nine?" MJ offered. At the dual unimpressed stares, she added, "Gwen, what do you think?"

"Huh? Oh, nine's good."

Her phone buzzed again.

_I was thinking more along the lines of taking you somewhere real fancy. blow a small hole in norman's bank account just to piss him off_

_Piss your dad off on some other girl's time. I prefer casual_

"Gwen? Are you ready?"

_fine. what the lady asks for she gets_

_I like the sound of that ;)_

_are *you* an emoji whore miss stacy??_

"Gwen!"

Her head snapped up. "What?"

"Don't give me that deer-in-headlights look," Cindy said, tapping out practice rhythms on her keyboard. "What are you doing?"

"She's _smiling_. One of _those_ smiles." MJ gasped. "Gwen Stacy, are you texting a _boy?"_

"Look at her face, of course she is," Glory said.

"Cool, she can tell us all about Prince Charming when we aren't practicing," Cindy said. "Lets go, people."

"What's his name?" MJ asked.

"We have _less_ than two hours left if we're finishing at _nine."_

"His name is Harry," Gwen said, taking her drumsticks up again. Cindy's eyebrows rode up her forehead but she didn't comment. "Shall we play?"

_"Yes."_

"Harry who?"

"Osborn. From the top of Always, Always?"

She should _not_ have told MJ his full name. _"Harry Osborn?_ Gwen, what?"

"Am I having a really weird stroke, or are we still not practicing?" Cindy was glaring at MJ. "We have less than two hours to practice tonight. Can we please—"

"Calm down, Cind, I'm just curious about Gwen's new beau. We can afford a few minutes of fun."

And _fun,_ it turned out, was the wrong for her to use.

"Fun? _Fun?_ Do you want to know how I've spent _my_ summer so far?" Cindy asked. "In between my mountains of studies and tutoring some of the _stupider_ kids from my class, I've been _practicing_. Hours and hours and _hours,_ every day, sat in front of my keyboard, working to make sure I'm the best player I can be."

"Cindy, it's great that you care so much about the band," MJ said, "but you can't shame us for not having the same work ethic. Gwen has a life outside this garage—"

"Oh, how nice for Gwen."

"—and so do the rest of us, so you've just got to be patient. Loosen up!"

"I have never in my life been patient, Watson. I work in the day, when you're out having _fun,_ and I work at night, when you're all sleeping." She scoffed. _"Sleeping._ I'll sleep when I'm dead."

"You never know when that might happen," Glory said.

Cindy ignored her. "So excuse me if I'm a little upset to find, when we finally meet again for practice, that our esteemed drummer isn't focusing because she's too busy texting a _boy."_

"MJ was the one who wouldn't let it go!" Gwen cried.

"If anybody wants me, I'll be in my room, gathering dust like the rest of this band's potential."

Just like that, Cindy was gone.

Glory looked between Gwen and MJ, and said, "Anyone else feel like they just got hit by a train?"

All of a sudden, Gwen had all the free time before patrol to talk to Harry that she had been hoping for, but she didn't much like the feeling of it.

* * *

She knew Spider-Man wasn't on top of the world about her apparent refusal to wear the Stark suit. When they met later that night, he looked her up and down and shuffled uncomfortably in-place. But he didn't comment.

Instead he started in on his usual rambling. Cats in trees, car theives, all the classics. It was a relief after the slow motion car crash that band practice turned into.

Eventually though, the subject came around to Tony Stark. Which was fine, to begin with.

"Oh, and Happy was totally gonna throw me out of the car when he caught me filming, so I hope you appreciate the risk I took for you," he said, cheekily. "He would have left me there in Germany."

"And if I'd got to _see_ this incredible footage, I might be tempted to say I'd come save you," she teased.

"You'll see it when it's edited!"

"Hey, you said Happy is Mr Stark's driver?" she asked. "Does his surname happen to begin with H also?"

"Uh, yeah. Hogan." He stared at her, then asked, in a drawling tone, _"Why?"_

"I tried to get in touch with Mr Stark about something," she said, making a concerted effort to choose her words carefully. "But this H.H. guy answered instead."

"Maybe Happy was looking after his phone for him, or maybe his calls were getting diverted..." he said, more to himself than to her.

She didn't pay it any mind; Spidey liked to process his thoughts outloud. She held her breath for him to start in on the suit again. Instead, he changed the subject, and started talking about the second-most incendiary topic he could have chosen that night.

"So you know what Mr Stark told me? When we were in Germany?"

Gwen's already frayed nerves wore through just a little more.

"Lay it on me, Spidey."

"There are medical scanners, in the suits," he said. "They can actually detect if one of us gets hurt. Isn't that incredible?"

When it became clear that he was waiting for an answer, she said, "Yup. Sure is."

"I mean think about it. Something like the Knife Incident? Won't happen again! Any injuries get picked up on right away."

She knew exactly what he was doing—he wasn't cute—and she wasn't in the mood for it.

"That Stark fella has a promising future in science," she said.

Picking up on her obvious mood, Spider-Man dropped the subject. She thought that would be the end of it.

As they talked, they patrolled slowy around the city, checking down dark alleys and loitering obnoxiously when they saw suspicious exchanges doing down, until those involved gave up and left. She found the continual movement was a good enough distraction from her steady ire.

"Spider-Woman?"

She turned to him, already holding her breath.

"Spider-Man. Is something wrong?"

It was still jarring to look at him and see _A Superhero,_ rather than, well. Underoos. As much as the nickname made her roll her eyes.

He screwed up his fists a bit. _"Whywon'tyouwearyoursuit?"_

"What? Say it again, but slower."

"You still haven't worn your new suit," he said. "Aren't you going to?"

She looked down. "I don't see how that's any of your business."

"He designed the suits to give us protection," he said, bristling. "And he's right, y'know? What he do is really risky. At least with the suits it's a bit less so. What's your problem? What, you're worried that someone wants us to be safer?"

"Yes! What's the catch? What strings are attached?"

She didn't hate the idea of someone more experienced having their backs, really. But she did _not_ like to be _told_. Neither, she thought, did Spider-Man.

"There are no strings. He gave you the suit because he's a good person."

"Then why has he been so shady about everything? Why can't he just tell me how he found out who I really am?"

"You said Happy answered for him earlier. Is that the problem? Do you want me to ask him to call you?"

That only made her angrier, and she snapped, "How _I_ choose to operate as Spider-Woman is no business of _Tony Stark's,_ and, really, no business of yours either."

 _"Woah, what?_ What did _I_ do wrong? When did this turn into _fighting?"_ he asked, splaying his hands wide in his confusion. "He's _Iron Man_. Do you _really_ think he'd do something evil with your suit? _Really?"_

 _"We don't know Iron Man! We don't know Tony Stark!_ Or at least _I_ don't. Sorry, I know you two are BFF now, but I've spoken to him a net total of _twice_ , and both times, he failed to mention how it was that he found out who I really am in the first place. He knows things about me that people I know _now_ don't know."

"Like _what?"_

"Like that I used to be a _ballet dancer!_ I haven't touched a pair of slippers in nearly ten years, but the shoes of the suit he made me? _Ballet slippers._ How did he know about that, Spider-Man? Huh? _I don't like that he knows these things."_

"That doesn't change the fact that he made the suit to _keep you safe,"_ Spider-Man said. (Shouted.) "You shouldn't be throwing it back in his face like this!"

"Oh, _or what?_ He's gonna take it away from me? I don't wear it anyway! Send me the bill? That'd mean telling _my parents,_ and _then_ he'd have to explain to them all about how he tried to recruit _me, their fifteen year old daughter,_ into a war against _Captain America."_

_"It wasn't a war!"_

"He dropped a _goddamn jet bridge on your head, Spider-Man!"_

Neither of them realised that they were by this point shouting in each others faces. They were toe-to-toe, near screaming. They didn't even notice. Gwen was caught up in a fog of anger that nothing could cut through, and Spider-Man was just as bad.

"If you want to keep putting yourself at risk in _that_ suit, then _fine,"_ he said. _"Don't_ wear the new one. But don't act like him giving it to you was some sort of mastermind chess move designed to shut you down."

"All I want is a little transparency! I've had _nothing_. I won't go out every night in a suit stuffed with who-knows-what kinds of technology. It's that simple. It didn't come with an instruction manual, and seeing as I'm not a _guy,_ I won't dive in blind."

He went still. In the first moments of silence since the fighting began, they both stepped back, and the words bandied between them started to settle. A pit opened up in Gwen's stomach.

"I get it," Spider-Man said. "You think I'm being reckless. Fine. That's—That's just fine by me."

Before she could open her mouth, or even think up some words to speak when she did, he turned away from her, slung out a web, and took off from the rooftop, heading back towards Queens.

Gwen was left alone, staring blankly at the space he had previously occupied.

**Notes for the Chapter:**

> oops lol
> 
> Every individual kudos is greatly appreciated. If you have thoughts on anything specific, please let me know! (And for those of you two wished my family well after the last update; thank you. Things are slowly looking brighter.)
> 
> Come and find me on tumblr: [the17thtearoom](https://the17thtearoom.tumblr.com/).


	7. Dirty Streets These Days Are Graced

Peter Parker spent the days following his blow-out with Spider-Woman in a blur.

Sometimes he didn't really believe that they had argued at all. At other times, he caught himself following back the conversation—or shouting match—in his head, trying to figure out who fired the first shot. Was it him? Was it her? Had _both of them_ come out worse for wear from the incident?

Startled from his wallowing, Peter squinted at his phone for a few seconds before checking.

It was Happy.

_ 21 _

Peter frowned. _21 what?_ he asked.

_ 21 messages you have left for me begging me to talk about spiderwoman _

"Shit," he breathed.

Right.

Yeah.

So maybe after his falling out with Spider-Woman, he might have freaked out a bit. Or a lot. And the result of said freak-out might have been a deluge of messages to Happy vis a vis Spider-Woman, and her problem with the Stark suits.

_I yelled at her,_ he said.

Happy's reply was instant. _Go cry me a rover._

_ River _

_ Shit _

_ I mean sugar. _

A moment later, Peter's phone was ringing.

The second he answered, Happy said, "It's not in my job description to act as some teeny bopper relationship counsellor. Stop."

Peter bit his lip and looked out over the city. He was sat atop the Empire State building, kicking his legs like it would help him think of a way to fix whatever weird chasm had opened between himself and his partner.  


When he didn't immediately reply, Happy ploughed on, eager to bring their call to an end.

"On top of the twenty one messages about Spider-Woman, there was an additional twenty five about _nothing_. A kid who gave you a stick drawing of Spider-Man. The woman with the thirteen goldfish."

Flaming red with embarassment, Peter said, "I—I'm sorry, Happy. I didn't mean to clog up your phone."

There was a sigh. "It's... fine."

"I just didn't want to miss it—Any messages, I mean."

"You aren't missing any messages. If Tony Stark has a message for you, then believe me, you won't miss it."

He swallowed. "Right. So about Spider-Woman—" But Happy chose that moment to hang up. "Uh, so, good talk... You're speaking to thin air, Parker."

Frustrated, he stashed his phone away to avoid the temptation of flinging it across the city.

After the fight, he hadn't known what to do, so he called his only other link to Spider-Woman. Perhaps more than he should have. _Definitely_ more than he should have.

Staring off in the direction of Brooklyn, he wondered whether Spider-Woman was out patrolling already. At the height of summer she was working a lot more than she used to. Mr Stark _had_ told him they were about the same age.

He wanted to go and look. To see her for himself, in the light of day, when maybe the harsh words and ill-feelings from the night before would be dissolved in sunlight. Gritting his teeth, he leapt from his perch, freefalling for a couple of seconds before his suit let out a small warning beep and he slung out his first web.

But when he got to Brooklyn, Spider-Woman was nowhere to be seen. He covered the entire borough over the space of an hour, helping out one or two people as he went, even glancing in on Daredevil Tattoo Parlour.

Spider-Woman's ward, Quinta, was hard at work inside, and didn't notice his presence.

Unsure of what to do with himself, he hung around for a while, keeping an eye out for stalkers but finding none.

The heat of summer was heady and close when he was so near to the ground. Even with the Spider-Man suit and its hi tech cooling material, he felt like he was gently baking. He couldn't feel the breeze that made the leaves on the trees sway lazily.

Out of boredom, he let the suit categorise a few things in his line of sight; pointing out trees and different dog breeds, that kind of thing.

Happy didn't call back, May was at work, and Peter suddenly felt very lonely.

He swung back home across a city gone still in the heat, inescapable for them but not for him. He climbed through his window and stripped away the Spider-Man suit. Warm air hit him for the first time in hours, and he breathed.

On his desk was a pile of summer homework begging to be done. Out in the living room was a mess from the night before that he wanted to clean before May got home.  The lonely feeling persisted however, so Peter headed out instead, through the front door this time.

He went to Brooklyn. He sought out Gwen.

"Hi. I have two hours before I need to be at Oscorp," she said upon opening the door to her place.

He only caught a glimpse of the inside—the open plan living room-kitchen was worth more than his entire apartment—before she was grabbing him by the hand and dragging him back to the stairs.

"Uh... Hi."

They went to a Brooklyn cafe called Deja Brew and sat outside with iced drinks that Gwen insisted on paying for.

"They're good, huh? Place is locally owned," she said.

Peter just nodded. It seemed paradoxical, but Gwen seemed _more_ tired after weeks of summer fun than she had during the school term.

"Drink your smoothie," she said after a few seconds. "They're tasty."

He sighed and picked it up. "Thanks, Gwendy."

 _"Woah,_ Gwendy? You _must_ be upset." _Of course_ she noticed that something was wrong. Peter tried not to look away from her. "You haven't called me that since—What's up, Pete?"

Feeling a pang in his chest at the barely-averted Ben mention, he said, "I argued with a friend."

"Now that I look at you I see it," Gwen said after a few seconds spent studying him in silence. "You have Bambi face."

"I do _not_ have _Bambi face."_

"You look like every kicked puppy in the world, starring in one of those guilt trip Christmas ads that should _probably_ be illegal, rolled into one very sad teenage boy."

He blinked at her. "Wow. That's a whole lot of sad."

 _"You're_ a whole lot of sad. Lets talk about something good." She rubbed her lips together, thinking. "How about... Liz? Have you asked her out yet? Has she asked _you_ out?"

He laughed. "Yeah, no. She doesn't even know that I exist, Gwen."

"Very easy to change that, you know."

He didn't like the smarmy, all-knowing way she said that. Narrowing his eyes at her, he said, "You would know?"

"Actually I would." Then she paused, and added, "When I got asked out, the guy just said it. If he hadn't I'd still have no idea how he liked me at all."

"You have a boyfriend?" He didn't know how he felt when she nodded, so matter-of-factly. "Well do you—Does he—Is he nice to you?"

_"Very_ nice, Pete. Brings me lunch when I'm at work, sees me home when I'm done, if we have the time." She was smiling. "You could have that, if you just asked."

"I could?" His voice cracked on the second word, and he held back a wince.

"Sure. It's not complicated. You just go up to Liz and _say it."_

At that, the strange feeling gripping Peter's chest suddenly let go.

"Oh." He laughed. "Yeah. Right."

"Don't overthink it. And hurry up! Someone will ask her first if you don't. She's _Liz Allan_. No shortage of admirers there."

Gwen wore a rueful smile at that, but Peter's head was filling with fuzziness too fast for him to really notice.

At her pointed look, he finally picked up the smoothie she bought him. The glass was icy and sweating condensation. The smoothie was mango, and the flavour burst against his tongue.  He felt himself relax back into his seat, and they sank into companionable silence.

Gwen had a boyfriend. She thought he should ask Liz out. She seemed very sure that Liz would say _yes_ if he did. That was, if he got there before someone like _Flash Thompson_.

At the thought, his stomach clenched again. The feeling only got worse when his mind drifted inevitably to Spider-Woman. She was like his best friend, only now they weren't speaking. They hadn't spoken in a couple of weeks.

And Liz was so _good_. Everything about her was warm, like her personality was painted in cosy hues that represented safety and peace and uncomplicated happiness.

"You really think I should ask her out?" he asked after several minutes.

Gwen's only answer was a smile, looking up at him temporarily from her phone, where she was busy typing something. He didn't wonder about what she was doing for long; just as Peter was tipping his head back to shake the last of the smoothie into his mouth, someone called, _"Gwen!"_

He choked, bolting upright in his chair as Gwen got to her feet. He looked at her through watering eyes and saw that she was smiling.

A boy with auburn hair and high cheekbones was heading their way. He was smiling back at her; the look was dazzling.

Peter was looking at Harry Osborn.

_ Gwen was dating Harry Osborn. _

"Holy shit," he said before he could stop himself.

Harry, having just reached them, raised his eyebrows and Peter felt himself go red.

"You must be Peter," he said. "Gwen's talked about you."

"She has?"

"Yup. Says you're a big science nerd, and you're Team SI instead of Team Oscorp."

Panic flashed through him and he stammered out, "Oh, well I mean sort of. I just mean, I respect your dad so much, I mean, Oscorp's done so much for science—"

"I'm not Team Oscorp either," Harry cut in. He was smiling at Peter like they were old friends. "We've not got any beef, man."

Relief broke and he laughed, more from nerves than anything else.

"Right, right. Good."

"I thought we could get lunch before you had to start work at the laugh factory," he said to Gwen. "There's a sandwich shop on the way that does a _mean_ BLT."

"Sounds like a plan," she said, still smiling. She looked at Peter again then, and added, "Please don't tell Delmar I have another sandwich supplier."

"He already knows you're unfaithful," Peter said. "We've all seen the Subway bags."

"Are you gonna think about what I said?" she asked, raising her eyebrows. When Harry nudged her curiously, she said, "Mind your own beeswax, Osborn."

"Yeah, I'll do it," Peter said, feeling oddly goaded by the display. "I'll ask her."

"That's my boy."

She winked at him and left with Harry. It was only when they were out of sight that he realised she never finished her own smoothie. An inch of pink, strawberry scented liquid languished at the bottom of the glass.

* * *

"Dude, Gwen's so right."  


Peter stared at Ned from over top of their Lego Tokyo Skyline. He was studying the instruction booklet, a frown marring his face. The afternoon was soon to tick over into evening, and rather than follow Gwen's advice, Peter had holed up in his apartment for the rest of the day.

"Right about what?" he asked. "You think I should ask out Liz?"

Ned scoffed. _"No._ She's way out of your league. I just mean that someone else is bound to do it."

Peter sighed and pressed another Lego brick in place. "Thanks."

"I mean, ask her out, sure. But she's out of your league."

"Heard you the first time, Ned."

"Come on, don't get all short and snippy with me," he said, like he was tired of the discussion already. "You know what I mean. Liz doesn't date guys like us."

"Like us?"

"Spending a summer building a Lego Tokyo Skyline," Ned said, and Peter sighed. Looking at the piles of little bricks waiting to be assembled, he had to concede the point. "Go ahead. Ask her. Just don't hold your breath. I'm trying to be a good bro here."

"Right. Thanks, Ned."

Brushing his hands of imaginary dirt, Peter stood up and looked around the apartment. He had wanted it fully tidied before May got home from work, which would happen soon. Then Ned showed up, keen to carry on with building their masterpiece, and the job got only half done.

"Cover that over," he said, gesturing at the Tokyo Skyline. "Help me finish up here."

"Peter," Ned sighed, "knowing how to tidy up won't impress Liz either."

"I'm not trying to impress Liz," he said, collecting up all the used dishes in sight and taking them through to the kitchen. He dumped them next to the sink. "This is for May."

Ned joined him a few moments later, carrying their used cups.

"Thanks, man. I'll wash, you dry?"

They worked in silence to begin with, before Peter broke it by saying, "Did you know that Gwen's dating Harry Osborn?"

_"Norman Osborn's_ son? Woah. And you know, her band's been playing at this music store in Manhattan, too," Ned said. "They do some pretty good covers. Cindy posts clips on Instagram," he added, at Peter's confused look. "Gwen knows how to spend a summer. _She_ should ask Liz out."

"Shut up, Ned."

He did, for a brief moment in time.

Then he said, "Guess who I saw coming back from the library last night? _Spider-Woman."_ His voice dipped into something low and reverent. "Can you believe it?"

Peter tensed, but managed a neutral, "Oh yeah?" and kept washing up without pause.

_"Yeah._ She was chasing this guy down who'd stolen some lady's purse. So she took the purse back and webbed him to the side of the library, and she was walking back the way she'd come when she saw me and _waved! Spider-Woman waved at me!_ Spider-Man's cool as hell and all, but, like, _Spider-Woman,_ you know? _You know?_ I can't believe she saw me with her own two eyes. I feel _blessed."_

The plate he was scrubbing beneath the surface of the water snapped in two.

_ "Shit." _

Fishing the pieces out of the sink, he ignored Ned's stunned silence and moved to dump them into the bin.

"I need to buy a new plate tomorrow," he said. "Wanna come thrifting with me?"

"No thanks," Ned mumbled, looking back at the bin.  From there on, the washing up continued in silence.

Fifteen minutes later, May walked in through the front door, just as the last of the surviving plates were put away. She was carrying a bag of take away from the KFC down the street.  


"I brought food! Oh, hey Ned. You want to stay for dinner?"

She looked exhausted. Peter, keen to move on from the snapping of the plate, hurried to unpack the food for her while she stripped off her jacket.

"No thanks Mrs Parker," Ned said, still looking a bit uneasy. "My mom already said she wants me home. See you, Peter."

"Bye, Ned."

Later, while May fell asleep on the sofa next to him, Peter stared at Liz's profile on his phone. His finger hovered over _message_. He swallowed, and looked over at the Lego Tokyo Skyline in the corner of the room, under a sheet. If he could go out every night as Spider-Man, if he could do so in a suit he was deemed good enough for by _Tony fucking Stark_ , then he could do this.

He hit message, and typed, _hi Liz. whats up? :)_

* * *

The New York Spiders spent the rest of that summer at odds with each other. They never dropped into each other's boroughs to say hi and lend a hand. Their Friday night meetings stopped dead. They got on with their separate lives, one totally blanking the other, and vice versa.

The chance to change this reared its head three weeks before they were all due back to school, when Peter's spider sense rang late one night, out on patrol.

Following the suit's GPS in the general direction of the crisis, he was led into Brooklyn, to a side alley not far from the Queens-Brooklyn border. Thoughts of running into his estranged partner never occured; all he thought about was being there for whoever needed help.

Then he saw who it was, and his insides turned to ice.

Spider-Woman was limping, one hand against the red brick wall for support, back towards the street. He cried out for her to stop before she could leave his line of sight.

He couldn't miss the way she tensed at his voice but she waited, not looking his way even when he was by her side, hands hovering. She was still insisting upon wearing the suit she put together herself. His lips went thin.

"Are you hurt?"

The street was empty except for the two of them. Peter couldn't see anyone who might have attacked her.

"You should see the other guys," she said, before admitting, "Ran before the cops could get here."

"Guys? How many?"

He began looking around for somewhere he could take her that was safe, where he could see to her without worry. No place jumped out at him. He considered calling Mr Stark. Then Spider-Woman interrupted his train of thought.

"Eight. Maybe nine. I'm not dying, I just—They got me good." She took a breath and straightened up, hissing through her teeth. Peter's heart hammered. "I can move. The roof?"

"I can do the roof."

"Dirty."

Choosing to ignore that, he slung up a web to follow her as she began to scale the apartment building.

"Nothing's broken, or punctured," she said once they got to the top. Her words were laboriously dragged from her throat. She rolled onto her back to stare up at the sky. "Just bruised."

Peter wasn't so sure, and he wanted to say so. He hesitated before lying down next to her, and cushioned his head with his arm. He joined her in staring up at the smoggy sky, dark purple in colour.

"How do you know?" he asked.

He wanted to tell her that wearing the suit, any injury got picked up on and categorised almost immediately, the steps to fix it laid out. He'd taken a few since returning from Germany. Life got a lot easier when he wasn't having to _guess_ at his wounds.

"Because I know. Come on, Spider-Man, you know what it's like. My instincts would tell me if something more serious was wrong."

 _How do you know?_ he almost asked, again. But he restrained himself.

"You're sure?"

"Yup. Just gotta wait for it to heal." Her voice was clipped. She was clearly still in pain. "Shouldn't take long."

"What can I do?"

She didn't answer at first. "Just... hang around. It's nice not to be alone."

"It's very nice," he agreed, quietly.

They didn't talk. Peter himself was worried that one errant word would spark a flame, and all of a sudden they would be shouting again. He didn't want that. So for a while he went against his nature and kept his mouth shut. Spider-Woman didn't speak either but he got the sense she was concentrating all her energy on not crying out.

When the thought crossed his mind he felt a shot of adrenaline, not unlike the one that propelled him from Ben's side, moments after his heart ceased beating, to chase down his killer.

Eight or nine guys. Did they jump her? He wanted to know, but not to ask.

After a while, Spider-Woman broke the silence.

"You should go," she said. "There might be people who need you."

"You need me."

"Not really. It's one of my best features," she said, harkening back to her own words about him. "Everything's almost back as it's supposed to be now. I can probably swing home easy enough, get some sleep. Let my immune system take care of the rest."

"I can see you back."

She scoffed. "You think I'm that easy to dupe? I'm not showing you where I live. _Enough people already know that."_

Irritation coursed through him. She wasn't being fair.

"Are you _still_ mad about Mr Stark?" he asked. "Him deciding to find out who you are had nothing to do with me! When he came to my apartment he already knew both our names." Or so Peter assumed. He _said_ he did.

Spider-Woman was busy pulling herself to her feet. She stumbled a bit to find her footing, and headed over to the side of the apartment building, groaning.

"On second thoughts, I might just walk home," she muttered.

Peter followed.

"Hey, talk to me."

"Got nothing to say. Thanks for sticking around. See you."

One leg was over the side of the building when he reached her, then the other, and she began to walk down towards the ground. _Walk_. Peter tried not to gape, he really did, but she was _walking_ down the side of the building like she would down a street.

"What the— _Spider-Woman!"_

They couldn't do that, could they?

_Could they?_

_"Spider-Woman!"_ he called.

She stopped half-way down and turned back to look at him with her arms crossed over her chest.

_"What?"_

His mouth fumbled for words. _"_ You just—Since when can you—Can _I_ do that?"

"I don't know. Why don't you try asking your suit?"

"That's not fair," he said. "The suit _helps_. If you'd been wearing yours tonight, it would have cushioned the blows and you wouldn't be hurt now."

"Maybe I _need_ to get hurt sometimes. It's how you _learn,_ Spider-Man."

_"No,_ can you hear yourself? No one ever _needs_ to be hurt!"

"Did the suit tell you that?"

_ "Spider-Woman, please, just listen to me—" _

"Or Mr Stark? Unless he's too busy being a billionaire to give you the time of day now that he's had what he needed out of you."

That one _hurt_. That one really stung. Because she was right. For all his excitement at the start of summer, he hadn't heard a single peep out of the Avenger since he was dropped at home after Germany. His brief phonecall to Happy a few weeks ago was the sole bit of interaction he managed to wring out the entire time.

_ "Hey—" _

The window next to Spider-Woman's feet slid open all of a sudden, and a middle aged man poked his head out. He startled at the sight of Spider-Woman, standing on the wall next to his head, and then at the image of Spider-Man, hanging uselessly over the side of the roof.

"Uh, I'm sorry to interrupt you," he began, awkwardly. "But I have to be up for work at five..."

"Of course," Spider-Woman said immediately. Her antagonistic tone vanished into thin air and she seemed to cringe with remorse. "I'm so, _so_ sorry, sir. We won't disturb you any more."

"'s alright," the man said, still staring between them. "Nice to meet you both."

_ "You too!"  _ Peter called, waving. He winced and stopped when someone else from another apartment, barked,  _ "Shut the fuck up!" _

Before anything else could be said or done, Spider-Woman vanished into the dark, so quickly and so silently that she might never have been there at all. Except she had been. Peter's ears were ringing with the proof.

He finished his patrol with none of his usual vigour, but nothing was happening in Queens that night which put him in a worse mood than before. The New York Spiders didn't see or speak to each other again for the entirety of the summer. Peter carried on on his own. He let the suit absorb punches and alert him to in-coming dangers, because that was what it was _supposed to do_.

It kept him safe.

Spider-Woman had been right about one thing that night, thought; Mr Stark never did call him again.

Nothing would change until two weeks after school went back, when a squad of bank robbers hidden behind knock-off Avenger masks blew up a bank in Queens.

**Notes for the Chapter:**

> December is here! I already have my tree up. It's the most wonderful time of the year <3


	8. Blood Will Spill If You Shoot For The Lungs

The fight that led to Gwen's second, worse split with Spider-Man was doomed to be lost from the start, because once again, she was running low on webfluid.

Spider-Woman was so active over the summer that she went through the second batch given to her by Spider-Man in record time. On the night she took on the gang that beat her black and blue, she didn't know just how low her supply had run. If she had, she might have handled the situation differently.

It had been a busy night in the midst of an even busier summer. Keen to work as hard as she could—as she felt _compelled_ to—Gwen had been branching out into Manhatten the last couple of weeks. Returning to Brooklyn after a busy night, she picked up on the sounds of distress a mile away.

The crying out of a young man.

Spotted by the gang almost immediately when she came upon them, she shot out a hand to web up the one nearest to the wall.

And nothing happened. Which was when the sheer intensity of summer caught up with her.

As the gang's victim wisely split for the hills, Gwen had to fight her way out with nothing but her fists. She broke one guy's nose, might have fractured another's arm and, barely just, sent the whole lot of them packing.

But Gwen was left, with her arms wrapped tightly around her midsection, crouched alone in the dark. Tears soaked the skin beneath her mask and misted up her glasses. Her head span.

_She was out of webfluid. How could she have made such a mistake?_

For a while she stayed crouched where she was, letting the weight of the last few months crash over her head like waves in the black of night. When she eventually pushed to her feet, an involuntary cry escaped her lips. She grit her teeth and started out of the alley.

Which was when Spider-Man appeared.

Normally the sight of him would flood her with relief. As it was, when he was standing there, hover-handing her in his stupid fucking multi-million dollar suit that probably told him when he was running low, she was instead filled with shame.

He was probably thinking all about how the Stark suit would never let this happen.

She wall-crawled up to the roof and felt her bruises worsening then beginning to heal in rapid spider-time as she lay next to Spider-Man, smog gazing.

"It's nice not to be alone."

"It's very nice," he agreed.

She wondered whether he was missing her as much as she was him. She only became Spider-Woman because of him. Without his push, without his own determination to be good in a world that wasn't inspiring the same thing in her, she would never have taken up the mantle. Did Spider-Man know that?

Hopefully he did, but she never got to find out; their second argument was even worse than the first and by the time she was walking back to her apartment building, her blood was still boiling. That was when the Mercedes Benz pulled up alongside her.

The window rolled down.

"Get in," Tony Stark said. "And take that ski mask off, would you? I can barely look at it without twitching."

The man she was sat across from now seemed a far cry from the joker who first gave her the suit. His mouth was pressed into a thin line and the glasses he wore concealed a certain dullness; a lack of spark. Something had happened to him.

But he didn't go into it.

"Do you think I made you that suit for fun?" he asked, a terse opening remark. Gwen was exhausted from the night, and didn't reply. "Have you taken a vow of silence? Gotta say, it's not bad. Think you can get Underoos in on that? But seriously, what gives?"

Gwen's jaw felt glued together but she made herself speak. "How'd you know where I was?"

"We've been over this. Name: Tony Stark. Age: forty four. Knows: everything."

"No, that's not good enough."

His eyebrows crept up his forehead. The driver, Happy, glanced back at them.

 _"Not good enough?"_ Stark repeated. "No no, you do not dictate this relationship, Miss Stacy. I gave you that suit with the thought in mind that you would use it to keep yourself safe, because what you're wearing now? Inadequate. _Severely."_

"You sound like Spider-Man," she muttered.

"Don't _ever_ say that again." Stark pointed at her sternly, and shook himself. "As for the suit? Wear it. Or Police Commissioner Stacy finds out."

"You can't be serious."

"I don't like to make threats, but you're going to wear the suit or you're going to stop. Stopping would be preferable, but I know what you kids are like these days."

Her building was looming up ahead. She wanted out of the car.

 _"Fine,"_ she grit out at last.

"Fine?" he repeated. "What's _fine?"_

"It's fine."

Uneasy silence fell, as Happy drew the car to a stop in a place out of public sight. For a few seconds, nothing else happened.

"So, you're gonna wear the suit?" She didn't reply. "Kind of need you to give me something here, Miss Stacy. I am actually trying to help you, believe it or not."

Mirth flickered over her expression at that, and of course, he caught it.

"You _don't_ believe it?"

"How did you know about the ballet?"

"The _what?"_

"The suit. The shoes look like ballet slippers. How did you know to do that?"

"Spider-Woman lands en pointe," he said. "I made an assumption, which, you know, donkeys, and all that. Now I see where that saying comes from; you're looking at me like I killed your family."

Gwen's brain stalled. She blinked at him.

"What?"

 _"Spider-Woman goes en pointe a lot of the time,"_ he said impatiently. "I thought you must be a ballerina and that it made for a nice touch. Trust me, I won't bother in the future. You're wearing the suit, Miss Stacy, questions about design flaws aside. Or, you stop. It's that simple."

Head spinning, she moved to get out of the car, saying, "Thanks for the ride," to Happy, in the front.

Bolting for the shadows, she heard him ask, "Should we go after her, boss?"

A frustrated sigh. _"Spider-kids._ Think they're my punishment for all those Porsches I crashed as a teenager?"

The first thing she did when she got inside was massage salve into her skin, to soothe the raw patches where the webshooters rubbed against the skin of her inner wrists. It used to be quite delicate, but over the months had begun to toughen.

She paced back and forth, breathing slowly to lower her pulse, while she waited for it to soak in. Who was Tony Stark to tell her whether she was or wasn't Spider-Woman? She might not have realised her potential without Spider-Man's prompting, but once she had, she took the title and made it her own. Spider-Woman belonged to Gwen Stacy.

"Cool your jets," she murmured.

Was it possible that what he said was true? That she was standing en pointe without realising, and that his design for her suit was wholly innocent? Gwen had no idea. Her mind was spinning, stomach churning, and she determined to forget the whole night.

Then, in a calmer state of mind, she sat behind her desk and checked all of her webfluid cartridges. They were recycled printer ink carts, so the task wasn't easy. It required the use of a sewing needle and was reminiscent of her dad checking the oil in his car. With each cartridge, the needle came out almost completely clean. So yes, she was actually, _totally_ out of webfluid.

 _"Shit,"_ she breathed.

And she had no clue how to recreate it.

Gwen was angry with herself. For all her posturing about wanting transparency from Stark about the suits, she took Spider-Man's webshooters with little real questioning. She had him explain the shooters themselves—how to fix and maintain them—but she never asked about the webfluid. She didn't know how he made it. She had absolutely no damn idea.

She couldn't face going to him for any more, either. She couldn't face him at all.

If she pooled together the dregs of webfluid she had left, maybe she could do something with that. Reverse engineer it in the labs at Oscorp, or something like that.

But Gwen didn't know how to reverse engineer anything, and she wasn't deep enough into biochemistry to take a stab at recreating it.  She cradled her head in her hands and closed her eyes. Then she stayed like that, a faint buzzing between her ears, until someone knocked at her bedroom door.

"Gwen?" her mom called. "It's late, honey. You should be asleep."

"Alright," she said listlessly.

"It's time to start getting into a good routine for September."

"Okay."

"Good night, baby."

She switched off her desk lamp and her mom's footsteps receeded, but Gwen didn't move. She just stewed in silence, in the dark. The glow of the city outside her windows provided just enough light that when she eventually opened her eyes, the gutted webshooter was right there, in plain view.

She scoffed, disgusted, and threw herself with rather a bit too much drama onto her bed. Her smarting ribs protested, but Gwen must have been more tired than she realised, because for once, she was asleep in seconds rather than minutes.

At Oscorp, she used every moment not taken up with Doctor Connors to look for a solution. The last dregs of webfluid she had left were held in a never-used perfume diffuser given to her by her grandma one Christmas, and she did what she could with it.

She was clicking though an Oscorp guide on reverse engineering when Doctor Connors broke the silence.

"Have I told you yet about how the internship will work over the next few months?" She hadn't. "Once a week, for three hours rather than four. Think you're up to the challenge?"

Grimacing to herself, Gwen said, "Sure."

"Your help this summer was invaluable," she said, smiling warmly. "If you need to miss a week here or there, I won't mark you down for it. Just don't go crazy."

"Thanks, Doc."

"What are you up to now?"

Gwen panicked and clicked off the page as she came over.  "Uh, reviewing some stuff. From the list. That you gave me."

Doctor Connors hummed and looked at Gwen like she didn't quite believe her.

"Well, you keep on at that. I need to go speak to our head of social media. She's thinking of involving the intern labs in a series of online demonstrations and we need to discuss it."

She watched Doctor Connors leave, then read the rest of the article, and she read it over and over, trying to learn the process, until her head hurt. Her phone buzzed. At first, she ignored it. She kept reading until her eyes blurred.

Finally, she turned to her phone, and to Harry, who always replied the moment she reached out. Tuning out the lab, she fell easily into a back and forth with him.

_good day?_

_Tired already,_ she said, yawning again. _Need red bull iv asap pls_

_omw._

_What about you?_

_oh yes. lots of drama between me and my dry ass tutor. gossip girl says he really is the crypt keeper._

_Big if true_

He turned up in person about twenty minutes later, carrying a small crate of Red Bull which he stuffed into Doctor Connors' minifridge.

"Hey. Do you want to go get dinner tonight?"

"Internship's gonna run late," she said, cracking open the can he gave her. "But I'm not doing anything else tomorrow, once I'm done with the band."

That ellicited a smile. "I'll call the caterers."

"Oh, don't even joke, Osborn."

"McDonalds on china plates? Norman'll freak."

Gwen had been up to the Osborn penthouse a few times, and met Norman once. She still didn't like the man, for _so_ many reasons, but he was good at turning on the charm. Harry was good at pushing him until he turned it off again and went all _ice man_. He seemed happy that Harry was going out with _A Scientist_ though. Gwen didn't know how to feel about it.

Sometimes, neither did Harry. She knew Norman's approval made him uncomfortable, after so long receiving his _dis_ approval for every little thing.

She agreed to the date anyway, and just hoped Norman wouldn't show his face.

* * *

Her attempts to solve the webfluid issue came to nothing. Even with multiple "friends" in Oscorp Industries, she couldn't gain access to the technology she would need to reverse engineer the sample she had.

She tried freezing it, to at least figure out whether organic solutions were present, then heating it over the stove to find a boiling point, but there wasn't enough of it and what little there was nearly boiled away to nothing. Howard walked in on her swearing, shoving the bottom of the pan into a sink of cold water. Her saving grace was that he didn't care enough to ask.

"Go do your homework," she said to him, blowing a sweaty strand of hair from her face.

He rolled his eyes at her and went out the front door, slamming it behind him, just as Phil came trotting into the living room.

"I'm watching the Incredibles, Gwen!" he said, in his still-haven't-got-an-inside-voice voice. "Watch it with me?"

She took a steadying breath. "Busy right now, Phil," she said. "We can watch it tomorrow, okay?"

He didn't answer; his attention was already taken over by the TV. Emptying the sample back into the diffuser, she returned to her bedroom.

Normally, she would be heading out at this time. With working parents and two brothers who were fully absorbed in their own worlds, Gwen spent most nights as Spider-Woman. She questioned whether she could even _be_ Spider-Woman without the webs. The idea set her teeth on edge.

She didn't even need to wonder at what Cindy would say if she knew about all of this.

"You can't be Spider-Woman without Spider- _Man's_ webbing? Give the mask to _me_ and then go tie your tubes, idiot."

Gwen winced, and shut Cindy's voice out.

The Stark suit was right there, under her bed, and she didn't know but she could guess that it came loaded with webbing. She could make life easier on herself. Wearing the new suit would help her bridge the divide between herself and Spider-Man, tide her over with webbing until enough time had passed since her last batch, and yes, protect her physically.

But she wasn't going to wear it. She wasn't going to let him think she was giving in to his threat. She wasn't going to _share_ control of Spider-Woman.

In short, she didn't want to give him the satisfaction.

In the living room, the Incredibles was playing. She heard Mr Incredible cry, "I thought you could use the water in the air!" and Frozone say in response, "There _is_ no water in this air!"

Gwen got up to slam the door. Ready to cry out in frustration, she took a last ditch attempt at solving the problem by herself; she took a screwdriver from the toolbox under the kitchen sink and prised one of the webshooters open.

They really were a thing of beauty. Spider-Man's mind was incredible.

Her throat gone dry, she began looking the inner mechanics over, trying to recall everything he told her about how they worked. She poked at the webfluid chamber; the place where cartridges were loaded into place. She wondered whether anything could be done to make the fluid she had left last longer.

If she took out that clump of the mechanism, it would leave an empty space ready to be replaced with something else. But what?

Then something clicked into place.

_I thought you could use the water in the air!_

She looked back at the mechanism, and, snatching up her sketchpad, an idea began to develop.

* * *

On the morning of Gwen's first day as a sophomore, she walked to school with Miles. But she struggled to stay zoned in, and only succeeded in pulling herself together when they got to Midtown.

"We've been doing this for a couple of years now," he said, slumping down onto a bench outside the school.

Gwen sat beside him. "Sorry. What?"

"Me and my mom. We don't get much time to spend together when she's working, so whenever one of us sees something we think the other would like, we buy it." Miles reached into his satchel. He pulled out a round, peachy coloured fruit and offered it to her. "Papple?"

Gwen stared at it with squinty-eyed suspicion. "What's a _papple?"_

"The unholy fusion of an apple and a pear," he said. "Take it."

"Will I die?" she asked, accepting it from him anyway, and turning it over in her hand.

"Unlikely."

She sniffed it, and took a tiny bite.

"I hope you like them," Miles said, hefting his bag onto the bench where it landed with a _clunk_. "Because _I_ think they're disgusting and now I have a whole bushel to get rid of."

Gwen was always hungry, so she ate her papple with barely a second's thought for the taste of it. Miles grinned and whipped open the backpack to reveal at least ten more sitting inside.

"Holy papples, Batman," she said, and took a second. "So, I have something I wanted to talk to you about. You know your AWG research? I thought maybe we could talk about it."

He raised his eyebrows. "Sure. What do you wanna know?"

"First, can we keep this between us?" she asked. "I—It's hard to explain. It's personal."

"Personal discussion about atmospheric water generation," he said. His voice was flat, and he squinted at her as she had at her first papple. _"Sure."_

"Please, Miles? I'll take that whole bushel off your hands."

"Whatever you say here stays between us," he said, immediately beginning to pile the papples into her lap. "Shoot."

"Do you think, hypothetically, if someone wanted to use AWG technology to turn moisture from the air into something _other than water,_ it could be done?"  


He sucked in air through his teeth. _"Sure?_ I mean, I don't know. Depends on what you're trying to create."

"It's something I've been talking to Doctor Connors about."

Scared that she would accidentally tip him off, or say something he could look too deeply into, she walked him through her tentative plans, watching his face carefully for signs of approval or dissatisfaction. The good news was that he didn't hate it. In fact, he seemed to love the idea.

"Think of the potential!" he said. "You could use this tech for all kinds of things. Someone gets stabbed, or shot? Patch the wound over with it! Like an instant bandaid."

The not-so-good news was that he was inspired to add his own suggestions to the mix, and that had Gwen feeling all kinds of guilt. Could she take his ideas in good conscience when she couldn't tell him what his efforts were really going towards? She watched him talk, scribbling down ideas in her notepad next to her own notes, and tried not to shift in place.  


It made her feel like a conman, and she was relieved from Miles' stream of ideas by the arrival of Peter a few minutes before the bell was due to ring. His  hair was windswept like he had just been running. Overslept again, she assumed.

"Hey, Peter!" She held a fruit out. "Papple?"

"What?"

He had that frowny, bewildered look on his face that always made her grin.

"Well you see," she said, retracting the offered fruit, "when an apple and a pear like each other very much, they do a special dance—"

"Shut up."

Someone behind them snorted; when Gwen turned to look, all she saw was a head of black curly hair, the owner's face hidden behind a sketch book. Turning back, Peter was looking around them.

"Either of you seen Liz? It's cool," he said when they both shook their heads no. He hiked his backpack higher up on his shoulder. "It's uh—Cool. I'll find her. Good summer?"

"You tell me." Miles cast the papples a faintly disdainful glance.

Gwen cleared her throat. "Why are you meeting Liz?"

"Oh, we—We're kind of going out, now." He looked hesitantly between them, a blush rising in his cheeks. "I mean, it's casual. We went out a couple of times and she hasn't, y'know, dumped me yet."

She blinked a couple of times. _"Wow,_ Peter, that's— _Wow."_

"Yeah, I know, I reacted the same way," he said with a sheepish laugh. "But we've had fun. _Are having_ fun. I think I'm gonna ask her to Homecoming. We can last into the start of October, right?"

"Sure," she said, still grappling for words. "Yeah, totally. Wow."

"Wow," he repeated. "After you told me to go for it, I just did. And she didn't block me."

"You'll see her after class," she blurted. "I just mean, if you don't find her, you have Decathlon together, right?"

Miles was frowning at her but thankfully the moment was salvaged by the arrival of Ned, who came sloping over with a sad sort of look on his face. He was staring down at his phone and would have walked straight into one of the freshmen if Peter's hand hadn't shot out and grabbed hold of him at the last second.

"Oh." Ned looked back at his phone and nearly pouted. "Hey guys."

Gwen asked, "What's up with you?" at the same time as Peter said, _"Don't ask."_ He sighed and went on, "He's upset because the New York Spiders are fighting."

"The forum has been melting down for _weeks, Peter,"_ Ned said in a hissing whisper. "This isn't _funny_. MariaLuv89 had to bring on _three new mods_ to deal with the backlash."

Her stomach dropped. "Are you serious? I didn't even think people had noticed!"

"Oh, they noticed, Gwen. It's a _crisis."_

"It is _not_ a _crisis,"_ Peter said.

"Yes it is," Miles said, surprisingly. "I'm on the same forum. It's _totally_ split down the middle, with people being Team Spider-Man or Team Spider-Woman, and blocking anyone on the other team to them. Then there's people like _me,_ who refuse to choose a side, and _we're_ getting blocked by all the people who _have."_

"You _cannot_ be serious," Gwen said.

"Just because you don't care about them, doesn't mean the rest of New York doesn't love the Spiders," Ned said, hand-on-heart. "I was just reading MariaLuv's morning update. There isn't one."

"Wow, someone call the Daily Bugle," Peter mumbled.

"What team are you, Ned?" Miles asked.

He blushed a bit, and said, "Black White and Blue."

"That's code for Spider-Woman," Miles said, grinning, when he saw Gwen's confusion. "Black and white suit with blue shoes?"

_"Oh God..."_

"Hey man, don't judge," Miles said. "Everyone's got a little crush on her."

"No, they _don't."_

"Uh, they kind of _do,"_ Ned said. He was still blushing. This was not happening. "She's _Spider-Woman._ Peter, you get it. Tell her."

 _He_ was blushing too now, but that couldn't be helped; Peter blushed easily.

"Sure, I guess," he said.

Please no.

"But no one knows what Spider-Woman _looks like,"_ she said.

"I mean, you can be into someone without ever seeing their face."

"Oh _please_. Physicality is a major part of attraction," Gwen said.

"But not the _whole_ part!" Peter's sudden vehemence was a bit startling; Gwen leant back from him. "Think of all the people who fall in love online without ever meeting in person!"

"I'm sorry about him," Ned said. "He's straight up _in love_ with Spider-Woman—" Gwen choked—"which, dude. Who isn't, really? But this parasocial relationship you have with her is getting weird. That's coming from _me,_ Team Black White and Blue."

"It is _not_ a parasocial relationship!"

"You have Liz now, dude. Let Spidey go. Besides," he added, matter-of-factly, "everyone knows she's in love with Spider-Man."

While Gwen's choking fit continued, if not worsened, Peter cocked his head, a weird spark in his eyes. "You think?"

"Like, I know they're arguing right now, which is a national tragedy, but it's _so_ obvious, dude."

 _"It is?"_ Gwen and Peter chorused, before Peter carried on to say, "He is _not_ in love with her! I mean—He's not, man. Seriously, they're—they're _partners."_

 _"Were_ partners," Ned said. "And he's obviously going through some sort of post-break up depression or something, because his rescues just have _not_ been on point recently. They need to get it together."

"He's _not_ in love with her," Peter said again.

Gwen jumped in to agree. "What, just because they used to work together you think there has to be something there?"

"There doesn't _have to be,"_ Ned said, smiling, "but there _is."_

Feeling her face heating up, Gwen looked away so she could be sure none of them could see. It was completely bogus, obviously. Spider-Man felt nothing towards her beyond the natural kinship of their bond.

Even calling it a bond felt _funny_. She had a boyfriend. A _Harry_. There was no bond with anyone else.

"I'll see you guys later," she said, shooting her feet and bringing the boys' argument to a screeching halt. She shoved a papple each at Peter and Ned and stuffed the rest into her bag. "Gotta get to class."

Then she was gone before they could stop her. On her way, Cindy caught up with her. Because the band's performances at No Strings Attached were going so well, she was in a permanently good mood, and immediately started in.

"So, Peter finally asked Liz out," she said, looking at Gwen like she was trying to pierce through her soul. Gwen didn't want to know how she knew. "And you encouraged him to do it. _You."_

"What? I have a boyfriend. Besides, my thing with Peter is just a crush," she said. Dejection clawed at her, but she ventured to ignore it. _You encouraged this,_ she reminded herself.

"Gwen, it's been a _year,"_ Cindy said.

 _A lot can change in far less time than that,_ she wanted to say. But she kept her mouth shut instead, and two weeks later, her point was proven for her; Spider-Man blew up a bank in Queens, and everything changed overnight.

**Notes for the Chapter:**

> I've heard my favourite Spidey villain is confirmed for the new film. Alfred Molina, the Ock himself, is coming back. Now I just need to hear that my boy Tobey is back too, and Marvel have me.
> 
> Thanks for reading! Kudos appreciated <3


	9. Holy Smokes

Apparently, Ned, Miles, and MariaLuv89 were but a teaser for what was to come.

People really _were_ going crazy over the New York Spiders' split. And her classmates really did think the root of the problem was _romantic. Team Spidey vs Team Black White and Blue._ Her face heat up whenever she overheard their arguments, and they lasted a good two weeks into the school year. They were going on right now. She could hear them.

"Oh my _God,_ Betty," Abraham cried. "Spider-Man's too good to be the bad guy here. I've heard things about Spider-Woman's attitude, okay?"

 _"Her attitude?_ You mean that she takes charge," Betty said, wrinkling her nose into a sneer. "She fights crime on the streets of New York. She's not going to be a fucking teddy bear, Abe. Speaking of, Spider-Man. What's his deal?"

 _"His deal?_ He was Spider-Man for months before Spider-Woman appeared. You aren't seriously questioning his motives."

"I know you're not suggesting that Spider-Woman's _bossy."_

They had been going in this vein for a few days. It never seemed to stop. Gwen tried to disappear and refocus her energy on the other side of the room. But what was happening to her left wasn't much better.

"I just think you should consider it, Pete."

Liz rested up against the wall beside them, her expression soft but stern. They were waiting for class to begin; she and Cindy shared theirs with Peter and Ned this year.

Peter was shaking his head.

 _"No,_ Liz, I don't need to quit Decathlon. I'd never quit! I won't let you down."

 _"It's okay,_ Peter. I know the anniversary's coming up." Of Ben's death, she meant. Two years. "I don't blame you for being kind of zoned out right now, but the team can't take you dipping out on us again."

"I won't let you down, Liz," Peter insisted. "I don't need to quit the team. I'd never do that to you."

If possible, Liz softened even further. She reached out and ran a hand down his arm.

"Not on purpose, but the anniversary—"

 _"I'm okay,"_ he said. "I don't need a break, I won't let you down. Promise."

Gwen tried not to look. This argument had been going on since before the couple arrived that morning; when Peter zeroed in on Gwen and Cindy automatically and came over to them, Liz followed quickly.

"You're not getting away from me, Parker!"

She gave the girls a smile briefly before returning her attention to Peter, from where it hadn't shifted once in ten minutes.

"Alright, but you need to show up," she said. "You _need_ _to,_ Peter. If you miss another meeting and nothing changes, people might think I'm going easy on you because we're dating."

"I won't let you down," he repeated.

His sincerity was palpable, and finally Liz caved, letting the subject drop.

"I've gotta get to my class. I'll see you at lunch?"

Liz pressed a kiss to Peter's cheek, waved at Gwen and Cindy, and floated out of the classroom, past Flash Thompson who stopped in his tracks to gape at her.

She wasn't gone from sight for five seconds before Cindy started in.

"So, you're being a bad boyfriend, huh Parker?"

Gwen sighed, _"Cindy..."_

"What's wrong? I call it like I see it. Parker's been with Liz for a month and he's dipping on dates?"

"Not on _dates,"_ Peter hissed, his ears still red from Liz's kiss. "I just missed a Decathlon meeting. It was an accident. I—I have a lot going on right now."

The anniversary was on the horizon, and if Gwen was dreading it, then that was only a shadow of what Peter must be feeling. Everyone she knew was giving him an easier time at the moment, including the teachers. Peter said Mr Harrington cornered him the day before to offer a _communal cry_.

He turned the offer down.

"Well you'd better get it together, or she'll run off with someone who has time for her," Ned said. He was still playing with his Lego Darth Vader, and only half-paying attention to the rest of them. "Like Spider-Man."

Peter flared red and cried, _"What?"_ at exactly the same time as Gwen.

"You didn't know? She said she's met him a couple times. He's walked her home from the library after dark."

Cindy rolled her eyes. "Honestly, cartoon blue birds ought to follow him around."

Peter breathed out. "She's not into Spider-Man. She just appreciates him!"

"Do you have to rub it in our faces, Parker?" Flash barked, dropping his bag onto his desk with a clunk. "You and your weird relationship with Liz. She's so much better than you. Did you trick her into thinking your internship at SI is _real?"_

Peter rolled his eyes and shifted in his seat. He visibly struggled not to bite back.

"That's it," Gwen breathed. "Starve the fire of oxygen."

She turned the last of Flash's words over in her head, not for the first time, and then, as with every other time, forcibly rejected them. She was too busy to take the rumours about Peter's internship seriously.

"Don't worry, Parker, Liz Allan's a good girl," Cindy said. "She'll break up with you before she starts dipping into the 'hero community.'"

"I can handle it," he insisted. "I can balance everything out."

 _Well_. It was alright for some. Gwen wondered what it felt like to be competently in control of the situation. She had written out a daily schedule for herself in a desperate attempt to bring something akin to order, and just looking at it made her wince. There were seven in total, one unique for each day of the week, but they all went something like this:

_6am—Wake. Coffee. Shower. Coffee. Food. More coffee  
_

_6:30—School work until my eyes and hands bleed_

_7:30—See goblin brothers to school_

_8am—School._

That first part of the schedule was generally set, weekends aside. It was post-school, three in the afternoon, supposedly _free time,_ when things got a bit head-spinny.

_3:30—The intern labs/Band practice (mandatory, at pain of death, three times a week minimum)/Homework-study time._

_7pm—Try to be home for dinner. Heat up whatever leftovers have been put aside_

_7:30—Spider-Woman._

_9pm—Be home. Show face to whoever's around  
_

_9:30—Spider-Woman._

_2am—Home. Crash._

And repeat.

The four-hours-sleep-per-night thing was about as much fun in reality as it looked on paper, but Gwen had yet to enter meltdown so she kept at it.

The biggest gap in the day was _supposed_ to be during school. At the moment, all of her free time there was sunk into working on her modified webshooters. Miles was obsessed. Totally in love with the concept, so much that he never stopped to ask her what its purpose was. He was just happy to work on the project with her, but Gwen was increasingly uneasy.

During nights as she patrolled the streets, she found herself ambling over towards his part of Brooklyn, turning over in her head the idea of knocking on his bedroom window and coming clean to the whole thing. It felt more and more like a con every day.

But did she trust Miles like that? She hadn't told a soul her secret. Not yet.

"You alright?"

"I—What?"

Gwen blinked at Miles, frowning. They were in the school library, using the lunch break to go over notes and sketches and evaluate their plan. The low hum of student life buzzed around them, and she and Miles had cordoned off a small table near the back for their purposes.

"Oh, I mean, yeah," she said. "Sorry."

"You keep spacing out. What's up with you?"

"Got a lot on my mind." Her jaw wavered; she watched a chance to say something arrive and pass by. "What were you saying?"

"That I think we can start putting this thing together. You said you ran it by Doctor Connors?"

"She's happy with it. And Mr Lim?"

"Getting back to me after class today."

Gwen's smile could have split her face. "Great. That's _great,_ Miles. I've already sourced about half of the parts, so if he gives us the green light I think we can get this done, fast."

Miles' eyebrows drew together. "You're so... _keen."_

Here was her second opportunity. She felt the words rise in her throat.

_Miles, I'm Spider-Woman._

But fear got the better of her and she shoved the words back down, putting on a weak smile.

"With four scientific minds awaiting the result? How can I not be?"

She had yet to actually think of an excuse for why she was doing this that she could feed to Doctor Connors or Mr. For now, their curiosity held their tongues. It wouldn't forever.

She should probably get on that.

Miles did get back to her after school, on a rare night when Gwen was asked to see Phil home from school, because Howard was going to a friend's. She had an hour before she was supposed to be at Harry's. Ms Pattinson from across the hall was watching over Phil until their mom got home from work at seven.

Cindy was walking with them, because No Strings Attached, the music shop where they played, was en route.

She was in the midst of grilling Phil about his school—"What are your grades looking like? Because _believe me,_ you want to be getting that shit on lock _young,"_ —when it happened.

Gwen's phone buzzed, and she held her breath.

"Whay about your extra curriculars?" Cindy moved on to. "If you want to go somewhere like Yale, you'll need them."

"He's not thinking about college," Gwen murmured, heading to her chat with Miles.

As if to prove her point, Phil asked, "What's Yale?" and Cindy's face fell.

"Don't worry, kid. If you have to ask questions like that you won't be going there."

 _Mr Lim likes what he sees. Green light accessed_ ✌️ _  
_

Gwen broke into a relief-filled grin and just resisted pumping her first, when Phil started jumping up and down, screeching, _"Look! Look! It's Spider-Man!"_

She looked up just in time to see him go flying over the street in a practiced, graceful arc. To cries from people on the ground, he waved, but his responses were too distant to be made out by anyone except Gwen. She rolled her eyes and tried not to look very invested.

"How about that," she said, more for his benefit than anything. "I think he waved at you, Phil."

"No _way._ I thought he did too, but I thought I was just imagining it!"

Cindy turned her nose up. "No wonder he doesn't want to go to Yale. Why would he, when our culture pisses itself over superheroes like it does?"

"Let him like things, Cind," Gwen said, still watching Spider-Man. Her bitter tone twisted Gwen's stomach. "He's a kid."

"When I was his age, my bedroom looked like a shrine to the Ivy League. Superheroes encourage culture-wide infantilism."

 _"He's nine,"_ Gwen hissed, suddenly very angry, but not enough to let Phil overhear them. He was still gazing at Spider-Man as he took requests for flips and jumps from the crowd he was amassing. "Leave it alone."

Cindy stared; Gwen never lost her temper like that. At least, not at _her_.

"Our collective obsession with super-powered individuals means we have entire generations on our hands whose only goal is to be Iron Man, or Captain America. Or, apparently, the _New York Spiders_. It's like they're the new celebrities."

"I mean, it's clearly not _that_ implausible."

Spider-Man was back-flipping from atop the Barnes and Noble he was perched on, in his shiny new Stark suit, having started with one cobbled together with scraps.

Cindy raised her eyebrows. "Oh yeah? You're saying you'd be happy if Phil wanted to take up _ol' Cap's shield?"_ she asked, bitingly sarcastic. Gwen couldn't hide the way she balked at the suggestion, and triumph replaced anger on Cindy's face. "I've gotta go if I want to catch Dave. See you guys later."

With one last grim look cast at the show-manning hero, Cindy was gone.

"Your friend's weird," Phil said, still watching Spider-Man as Gwen grabbed him by the arm and towed him away.

"Don't I know it," she muttered.

* * *

The Osborn penthouse was filled with beiges and whites and silvers. The sofa she was reclined on was (she hoped) pleather, and stiff. Not the kind of furniture made for sinking into, but then, nothing else was either. The seats of Tony Stark's Mercedes were far softer, and warmer, she thought, before remembering that she was angry with him.

Harry's place wasn't so bad.

She looked up from her sketchpad, at Harry, whose lap she was using as a footrest. He was playing Uncharted, all the tension built up over the day gone from his face. Quickly, he sensed her eyes on him. His lips quirked upwards.

"What's up?"

"Nothing. Just looking."

"Oh yeah? Like what you see?"

She pretended to consider him, turning back to her sketchpad; she was adding finishing touches to the new webshooter design, and was more than ready for it to be done. Being Spider-Woman was infinitely harder without them than with.

"Guess you'll do for Homecoming."

"Aw, one night only? I thought I left a better impression than that." Nathan Drake took a tumble off a cliff and died. Harry cringed, losing his playful tone. "Most of the time."

"Is this what you keep me around for? Macho displays of skill on the PS4?"

"I like having you here," he said. "I hate being alone."

She turned onto her side, getting comfier. "Really? I love it. I'm so busy all the time I feel like I never get to be alone anymore."

He didn't respond to that. They sank back into the kind of silence Gwen loved; peaceful and easy, with no pressure to think of things to say or do. She erased a wonky sketch and redid it.

Car horns were blaring from a greater distance than usual; the Osborn penthouse was stories up, right at the top of their building. The false fireplace flickered and gave off warmth, but the CGI crackles weren't punctuated by any noise, which kept throwing her off.

The parts for these new webshooters were pricey. Gwen was scouting out online markets for everything she needed, but the attached prices made her wince a bit. It was worth it though. _Would be_ worth it. Not having to depend on anyone was the end goal here. Self-reliance, the kind that would make Cindy thrust out her lower lip and begrudgingly tell her _nice work_.

Then the penthouse door opened and Norman Osborn walked in. He was looking down at his phone and didn't notice her to begin with.

"Video games, Harry?" he drawled. "Glad to see that you're throwing yourself into your work."

She felt Harry tense, and went cold herself at his tone.

"I don't want to work with Gwen here, Dad," he said. His own voice had lost its vulnerability in the presence of his father, and became hard and bitter. "A couple hours off won't _destroy my career."_

"Gwen?" Norman looked up from his phone, and he began to smile, shedding his woollen overcoat. "Well, this _is_ a nice surprise, Miss Stacy."

She forced a smile. "Nice to see you too, Mr Osborn."

Harry was looking apprehensively at her, and back to the TV, then back to her. She sat up, partly because she was uncomfortable with the idea of Norman Osborn observing her _lounging_ in his penthouse, and partly because she didn't want Harry feeling alone against him.

In doing so, however, Norman saw what she was doing.

 _"Gwen's_ working, Harry," he said, feigning lightness.

"Oh, I was just—"

"Gwen's busy at the moment, Dad. She's _always_ working."

"It'll get her places in life." His voice lost any vestigates of warmth when he spoke to his son. "You could stand to learn from her inititive."

"Harry's just fine as he is!" she interjected quickly. Panic was spreading through her limbs faster and faster. "I was just trying to finish this thing I've been working on. It's almost done and I—just want to be finished."

Harry's knuckles had gone white around the PS4 controller. His jaw was held tight. He wasn't blinking.

"Admirable," Norman said, having the nerve to keep smiling at her like this was a normal conversation to have with his son's girlfriend. "I know a future Oscorp scientist when I see one."

She laughed, more uncomfortable than she could remember being in recent memory, and looked away from him.

"I'll leave you kids alone. Gwen, keep up the good work."

When Norman was gone, sequestering himself away in his home office as he always did, it was like the air rushing back into the room. It took a concerted effort from Gwen to return feeling to her limbs, they had been held so tensely.

"Your dad's a piece of work," she said to Harry, under her breath.

"Don't I know it," he replied, and returned his attention to Uncharted.

She watched Nathan Drake slaughtering NPCs, and eventually turned her attention back to what she was doing before the unwanted interruption. She wanted to finish her work but somehow it felt inappropriate. Like she would be playing into Norman's hands. She put the sketchpad down and moved closer to Harry instead.

Over the course of the next few minutes she felt him relax too, and eventually he was able to shake himself from the defensive fugue state and give her a smile.

"I like having you over," he said quietly.

His gameplay slowed and eventually came to a stop. He looked at her.

Then in a swift movement he was right up in her space, kissing her, pushing her back against the stiff sofa cushions. A small part of her brain reminded her that Norman was one door away but it was hard to care when the kissing was making her dizzy and her fingers ghosted over Harry's hair, and his hand was beginning to creep towards the hem of her shirt—

Gwen came to and bolted into a half-sitting position, breathing hard. She narrowly avoided cracking her skull against his when he didn't react in time.

 _"O-kay,_ lets slow down, Curious George." She put space between them as gently as possible. _"Wooh."_

"What's wrong?" he asked.

"What's— _Your dad is right through that door,"_ she hissed, pointing in the direction of Norman's office.

He frowned, confused. "So?"

"So I want to stop."

He was silent for a moment, still catching up; the haze had yet to lift from his eyes.

"Right. Sorry."

Gwen nodded. He shifted fully away from her, a flush rising high on his cheekbones and he took up the PS4 controller again, avoiding looking at her. Gwen settled back, turning to her phone and scrolling Twitter, looking for something else to put her mind to.

Then it arrived, surprisingly, at the hand of Norman.

Five minutes later the door to his office opened and he strode into the room, barking, "Harry, turn that stupid game off. I need to see the news. Turn to CNN."

Harry silently complied and they determined not to look at each other as Norman came to stand in front of them. Crossing his arms, he watched intently.

"What's going on?" Harry asked.

"Spider-Man was at the scene of a bank explosion that happened only a few minutes ago," Norman said.

Gwen had to stop herself from gasping as footage from the scene filled the TV screen. The shell of the bank was flaming, setting the night aglow, but the worst part was that Gwen recognised the street being filmed very well.

Without stopping to think, she stuffed her sketchpad into her backpack and shot to her feet.

"I have to leave," she said.

Norman was too afixed by the news coverage to notice, but Harry's attention was on her immediately.

"Gwen! What are you—Don't go!" he said, following her to the lift. His eyes had gone wide and seemed to cry, _Don't leave me alone with him._

Guilt unfurled and settled in her stomach, but she still hit the button to take her down to the lobby nonetheless.

"I'm sorry, Harry, I have to. That bank is opposite a friend's store. I need to make sure he's okay."

That _Spider-Man_ was okay.

The gleaming doors slid shut on his face, stricken, as he said, "But I—"

Silence enclosed her. The hum of the lift pulleys filled her head but wasn't enough to block out the panic of hearing the news, or the shame of leaving Harry to deal with his father by himself.

"Sorry," she muttered to thin air, looking up at the lift ceiling. _"Sorry sorry sorry."_

She ran to change into her suit and then broke into a full on sprint all the way to Delmar's. It took her too long to reach Queens, chasing the sirens sounding out across the borough, and when she was finally there, the scene she came upon made her stomach drop.

Delmar's was... _gone,_ or as good as. Fire consumed the shop front, and had swallowed up the bank entirely. Smoke choked the air, choked Gwen, and she could tell that it was going to cling to her suit until she had washed it once or twice.

Firemen were tackling the blaze, and seemed to be beating it. The police gathered a safe distance away, holding back a curious crowd of observers. Some were taking film, and turned their phones Spider-Woman's way once they noticed her.

But there was no sign of Spider-Man on the scene.

Gwen swallowed, looking over the scene before she zeroed in on Delmar, cradling a singed cat to his chest. She jumped down to him and knelt by his side, close enough to be a presence and far enough away that he wouldn't be startled.

"Are you okay, sir?"

"Oh yes." His gaze seemed far away and his fingers methodically stroked the cat's fur. "Spider-Man saved me. I didn't get burned."

"That's good."

"But my store—"

He shut down, turning his face to the cat. Gwen looked past him to the smouldering remains of the sandwich shop.

"Do you have insurance?" He didn't say anything. She didn't push him. "I'm really glad you're okay, Mr Delmar. I'm going to talk to the police, alright?"

She didn't interact with the cops often, or ever, when she was Spider-Woman, but the whole scene playing out in front of her was making her panic, and she wanted answers for what happened. Screwing up her fists, she took a breath, and approached the nearest police officer.

"Excuse me, ma'am," she began, "what happened here?"

The cop looked up at her, narrowing her eyes. Gwen watched her fingers tighten around the notepad she was holding.

"It's hard to say," she said eventually, turning to survey her notes rather than look at Spider-Woman. "There was a break in at the bank, somehow involving Spider-Man. How this led to an explosion, we don't yet know."

"But you have CCTV footage you can look at, right?"

The cop sighed and finally turned to her. The hostility jumped out.

 _"Leave,_ Spider-Woman, before we decide to arrest you. Let law enforcement do their jobs."

Smarting, she did just that, wall-crawling to a rooftop opposite the bank. She watched the firemen tackle the last of the flames, and looked around for signs of Spider-Man, wondering if he had lingered after he rescued Delmar.

Was he hurt? Did his suit protect him from the flames? With the police so hostile, he might have crawled away to hide, be crouched behind a dumpster somewhere with his ribs cracked or smoke in his lungs.

There was no sign of him anywhere, and sirens wailed into the night.

Gwen stopped, and sighed, and strained her ears. Off in the distance, deeper into Queens, she heard him. He was talking to someone. Heart leaping, she followed his voice.

"...needs me or something? Or, I don't know, something big goes down?"

Without the webs her other spidery qualities were improving leaps and bounds, literally. She covered the gaps between buildings without even noticing now.

"Look, can I _please_ just talk to Mr Stark?"

More muffled were the responses from whoever he was pleading with. Gwen couldn't make them out, but what she did hear was interesting. Someone was keeping Spider-Man away from Stark?

"I _am_ responsible!" he said after some seconds had gone by. "I—Oh, _crap_. My backpack's gone."

Another muffled reply, the tone of which was drenched with irony, and Spider-Man was moving away from her. Panicking, she put on a burst of speed, needing to close the gap. Weeks of not talking had done in her strength of will.

"I'll call you back."

He was moving further and further away, using his webs to gain ground faster than Gwen could hope to keep up with.

 _"Shitshitshit,"_ she hissed, dodging a cat using a rooftop to lounge around on.

She was able to follow him via the wispy threads of web left hanging in the wind, until they eventually led her somewhere very familiar.

The Parker's apartment building.

She slowed to a stop. Looked around, for any more trails of webbing. There was one, attached to the building itself. But no more, and Gwen _looked_ for them. Soon she was back where she started, staring at the place where the trail ended.

Breathing heavy, Gwen crossed her arms. A strange feeling settled into her bones.

When she strained her ears again, she heard, midst the tired hum of life, a Lego creation crash to the floor. A pair of harried, urgent whispers followed it. Ned's voice was one of them.

Peter's was the other.

"...you an Avenger?"

"Yeah, basically. You can't tell _anybody_ about this. You gotta keep it a secret."

"A _secret?_ Why?"

More muffled speech, then she made out, "...trying to kill me every night, she's not gonna let me do this anymore!"

In an apartment on the opposite side of the building, a glass smashed, a baby started wailing, and Gwen's grip on the conversation died. But she had heard plenty. Damning stuff.

"Huh," she said.

At school, there was tell of Peter having an internship with Stark Industries, despite them not accepting high school-age interns. She often thought that her partner's actions were familiar. Spider-Man's web trail ended at the Parker's apartment building.

And Gwen wasn't stupid.

The realisation was like ice water sliding down the back of her neck.

**Notes for the Chapter:**

> So in case you didn't know, Gwen in the comics has a completely different style of webshooter to any other Spider-person. Hers do as described here; they harness moisture in the air and convert it to webfluid!
> 
> I'm thinking of ways to say Merry Christmas, it being the Most Wonderful Time and all... What do you think about a double upload this week?


	10. Sorry, My Dear, The Asteroid's Here

She stayed facing the Parker's building for a while. Gwen couldn't say how long. The night got colder and darker but she didn't feel it. A buzzing filled her ears and obscured her vision, and even though she knew what she saw, it just.

Wouldn't sink in.

At some point, Ned left, shuffling on down the path in a visible daze. Gwen almost left him to it, but when he stepped into the road without noticing the oncoming car, or hearing the blaring horn its driver layed on after just pulling off an emergency stop, she dragged herself away to see him home. The feeling still hadn't returned to her legs and every step felt fake.

It was her appearance, rather than the old lady Ned almost walked right into hitting him with her bag, that broke him from his stupor.

"Spider-Woman! _Oh my God."_ Ned's eyes were wide and gleaming. "Oh my gosh. I—This is _the greatest —"_ He put his head in his hands, shaking it madly. "Wake up, wake up."

Gwen reached over and pinched him.

_"Ow!"_ He skittered away from her. "That _really_ hurt— _Do you have pincers on the ends of your fingers?"_

She didn't reply, but her judgement radiated through the mask.

"Okay, not dreaming," he muttered, nodding. "Good. _Woah_. This is the wildest night—I'm Team Black White and Blue." He cut himself off to tell her this. "I told Pe—I told Spider-Man— _Nothing!_ Please ignore me, oh my _God."_

She grabbed him by the arm to stop him from walking straight into oncoming traffic.

Again.

He almost said it.

_I told Pe —_

"It's so cool to meet you, Spider-Woman. You waved at me a few weeks ago! Do you remember?" She nodded; he breathed out shakily. "This is the best night of my life. I'm going to pass out."

Gwen rather hoped he didn't, at least until she got him home and dry. After that he was his mother's problem. She kept a close eye on his pupils as they walked.

She supposed it _had_ to be the best night of _someone's_ life, because it was one of the worst of Gwen's. Ned managed to make it all the way home fully conscious, and then on her towards Brooklyn she broke up a mugging, and saw a drunk into a taxi. No one was around when she got home, and then she got only snatches of sleep, constantly interrupted by the noises of the city.

Every horn honked, every shout or bang or other such noise snapped her from the uneasy rest she managed to achieve.

She knew what she saw. She knew the truth that was staring her in the face. But it was too much for her to handle, the implications it carried too much. The seperate personas of Peter Parker and Spider-Man that existed in her mind refused to reconcile.

Stumbling through the next day at school, Gwen was pretty sure she missed most of it. She couldn't _look at_ Peter. It wasn't very noticable though, because she was struggling to look at anything with much focus.  


By lunch time, she found herself in the nurse's office, on mandatory nap time after she started tipping sideways in the middle of Biology. Ms Choi was apparently very worried when she sent her off. And she actually did sleep, for about an hour. The nurse's office was somewhat soundproofed, and sequestered in one of the quieter sections of the school. 

She only woke up again an hour later, when the silence was disrupted by a boy with glass beaker shards in his hand, who wanted to know whether Nurse Jacob thought he should be worried.

"What the fuck. Sorry, forget I said that, and sit down, Mr Reed. _Dumb kids..."_ The curtain drawn around Gwen was snatched back, and Nurse Jacob peered around it. "You're awake. How do you feel, Miss Stacy?"

"Better, thanks." Her voice was stratchy. "I didn't sleep last night."

"I gathered." He looked suitably judgemental. "You missed lunch. Go to the cafeteria and get yourself a pack of sandwiches and some water from the vending machines. You need to fuel your body."

Pulling herself into a sitting position, she winced against the bright lights. "Okay."

"You'll sit and eat, and judge whether you feel well enough for afternoon classes. What do you have next?"

"Gym, the rest of the day."

He hummed. "Plenty of sandwiches. Do you have money?"

"Yeah. Thanks for letting me crash back here."

"That's my job." He held the door for her and watched her shuffle out into the hall. "Make sure you sleep tonight, okay?"

She did a little bit better after that. The truth was still hanging over her head, waiting, she was sure, for just the right moment to hit her. Probably when she was in the middle of a test or sailing through the air.  As instructed she ate and drank, fuelling herself enough that she remembered she had band practice that night. Gwen's soul departed from her body, but she made it to Gym halfway through the class.

"Wow, you look like crap."

Cindy was frowning at her like Gwen was zombified on purpose.

"Thanks, Cind."

"You're not going to make it through band practice if you feel as bad as you look."

She didn't say anything else on the subject for twenty minutes. Gwen got aclimated to what they were doing, and made half-hearted attempts to pretend they were physically taxing.  Throughout sit ups, Gwen was faced with Cindy's angry-conflicted expression.

Then finally, she begrudgingly said, "Forget about band tonight. You can miss _one_ night without the world ending, I guess."

Even that didn't make her feel any better. When Ned blurted out in the middle of Gym that Peter knew Spider-Man, she felt even worse. The panic on Peter's face, the whites-of-eyes, thin-lipped horror, was familiar to her. It was close to what she was feeling.

She forced him away from her thoughts and plunged headlong into anything that would keep her occupied.

When she got home she had plans to test the new webshooter mechanic. She was doing this at every stage of assembly and looked forward to giving over the first part of her Spider-Woman time that night to carrying on with the project—

When her mom happened.

"Hey, you," Helen said, coming in from work just as Gwen was putting her ramen into a bowl. "I found that cute sweater your Aunt Carol got you for your birthday behind the washing machine this morning. How'd it get there?"

Gwen might have let it "fall" there when she was doing her last big wash.

"I don't know," she said, stirring the noodles around and around. "Howard?"

Her mom hummed. "You should wear it. The colours suit you." Yes, all fifty of them. She managed not to let her thoughts show on her face, though. "What are you up to tonight?"

"My project. I'm almost finished," she said. After days of nearly non-stop assembly.

"And? Anything else?"

There was something odd in her tone that gave Gwen enough pause to look up from her post-dinner snack. Her mom was looking at her with a strange glint in her eye.

"Uh, Cindy cancelled band practice tonight, so no."

She smiled. "Oh, and how is Cindy?"

"Freaking out about Liz's party. A guy in our class is DJ-ing and Cindy wants in on it."

"Are you going to be there?"

"Am I—At the party?"

"I really think you should go, I mean look at you tonight. You're so pale it's like you've been bled."

She didn't want to go to Liz's party and be confronted with Peter. She couldn't stand to think of what she would do if he said anything that further confirmed the truth of who he was. She wasn't ready to face that.

"I don't really think I have time for going out. I mean, my project..."

"Your friend is having a party. Is it tomorrow night?" her mom asked. "Well, you should go. Really, I don't think you get out enough. You're young! You spend all your nights holed up inside your bedroom, from what I've seen and heard."

"But I—"

_"Go, Gwen._ Enjoy your party. I'll hold down the home front."

Just as she said that, from Howard's room, came the sound of a home experiment kit exploding.

* * *

She turned down Cindy's invitation for them to go together; she wanted to plant a bag containing her webshooters close by so if something happened, she wasn't stuck bolting for home before she could deal with it. If her suit had been to hand when Delmar's was destroyed, she might have caught Spider-Man at the scene. They could have dealt with the fall out together, and she wouldn't currently be spiralling.

When she walked inside, Cindy was nowhere to be found, but Gwen was sure that she could hear her berating someone, off in the distance.

The party was as crowded as expected for one thrown by Liz Allan. Gwen wasn't much one for house parties; the best part of being a drummer meant no one tried to talk to you. Attention was lavished on those at the front of the stage, and she liked it like that. It was a bit like being Spider-Woman; hatred and adoration both were directed towards the mask.

Parties were different. There was no skir mask or drum kit seperating her from everyone else. Luckily, Liz found her fast, and Gwen plastered a smile on her face to match her beam.

"Hey! Thanks for coming. Okay, so if you want a drink, the kitchen's through there, feel free to take whatever. Music's in the living room, yada yada yada. You're free to go anywhere; the locked rooms are the only ones out of bounds."

Liz pointed up and down the house like an air hostess as she talked, and Peter and Ned appeared behind her. Panic lanced through her and she focused her attention on Ned, who kept shifting his hat around on his head, like he was trying to raise awareness for it.

"Peter, I've been looking for you!" Liz said, turning to make their duo a circle.

"We were—Uh, checking out your pool!" Ned cried. If Gwen didn't know what she did, she might find his behaviour odd. Luckily, Liz accepted it without pause. "The underwater lights? So neat."

"Cutting edge, if we lived in the Eighties," she said.

Peter, looking very embarrassed, nudged Ned in the stomach subtly-not-so-subtly. "Sorry, Liz. We were just talking."

"It doesn't matter. You found me, and look; Gwen's here!"

"Yeah."

He grinned at her and she tried to smile back, but it hurt to look at him. She half expected to see lenses when she did. His grin faltered, so she tried to pull herself together.

"Have you guys been here long?"

"About an hour," Ned said, adjusting his hat again. "Which means an hour of putting up with—"

_"Spider-Man still hasn't turned up, Penis!"_ Flash Thompson crowed from the doorway to the living room. "Think your bro's bailing on you already?"

Flash cackled and left before anyone could answer back.

"Spider-Man?" Gwen asked, the name numb on her lips. "What's he talking about?"

Ned, looking oddly guilty, said, "Well, see, Peter kind of knows him? And he might be dropping by sometime tonight? _Might!"_

She was struck dumb, unable to respond. _Was Peter serious?_ He couldn't be. His grin was uneasy, like he knew just how bad an idea it would be to show up as Spider-Man, but was considering doing it anyway.

"I'm sorry about Flash," Liz sighed. "Want me to kick him out?"

"Don't worry about it," he said. "You've gotta deny the fire oxygen."

She looked impressed by this. "Just say the word if you change your mind, babe."

"Of course."

Peter waited until Liz wasn't looking to concisely flick the bird at Flash's back. Ned snickered, so Peter kept going. Being with Liz emboldened him, and it was strange to observe. Good, but strange. This silly boy making rude gestures at a high school bully was—

She stopped herself before she could think it.

Looking a bit too proud of himself, Peter faced the group again. He must have seen some discomfort on Gwen's face, because he frowned.

"Everything okay?"

A flurry of curses running through her head, she said, "There's nothing wrong, _Peter!"_ Maybe she was more flustered than she initially thought.

Taken aback, he nodded. "Okay, I hear you."

"Are you _sure?"_ she asked, making an effort to sound very laid back now. "Because I know my sweater is screaming as loud as it possibly can." She looked at her phone and cursed. "Nine thirty."

"Why are you checking the time?" Ned asked.

"My mom said I'm not getting out enough. She's making me stay until at least ten."

Cindy burst onto the scene a moment later, like Keira Knightly in a Chanel ad, appearing for the first time that night. Rearing for a fight, she snagged Flash by the back of his shirt, and everyone in the vicinity went quiet to watch.

"Hey, dumb shit, we had an agreement for if I shilled about your DJ skills to Dave at the music store. It's _your_ turn."

He gaped at her. "Don't talk to me like that!" Then realising he was being watched, he forced a laugh. "Come on, we're all friends here—"

"I'm not your friend," Cindy said. "I don't like you. I don't like that you cake your hair with gel, I don't like your Instagram stories, and your name is stupid. What's it gonna be, _Eugene?_ If you continue to question me, I will continue to insult you."

Flash flushed, and stepped aside to let Cindy access the DJ booth. With an _about time_ nod, she went forwards with her phone out, and a few seconds later, one of their few recorded songs streamed through the speakers; a cover of Immigrant Song.

_"Stream the Mary Janes,"_ she bellowed over the opening notes to the party-goers. _"Stream us, you cowards!"_

"Cindy's really uh, _on_ tonight," Liz said, raising her eyebrows.

"You say that like she's ever off," Gwen said.

"The song's good," Peter offered. She only nodded tiredly.

Ned actually took a small step back when Cindy rejoined them, glowing from her victory.

"Hey, guys. I—Nice sweater, Gwen," Cindy said, raising her eyebrows.

"It's vivid, I know," she sighed. "It was a birthday gift."

"In _August?"_

"My Aunt Carol likes to think ahead." That, and Aunt Carol didn't much care for Gwen. "Why were you hazing Flash a second ago?"

She huffed. "I told Dave about Flash's DJ-ing because he said I could preview some of our covers over his sound system, and once I did, by extension helping him get more popular than he rightly should be, he tried to walk it back. _Coward."_

"Yeah, but you showed him," Liz said.

"I did. And I need this! The pressures of managing this band _and_ playing in it are already too much. It'd be free advertisement." Cindy scoffed. "You'd think there was no downside to having an unlimited well of drive and ambition to draw from—"

"You only ever hear good things about the Macbeth family," Liz added.

"—but let me tell you, it is a _curse."_

"If you're struggling to juggle everything you should look into getting a social media manager," Ned said, beaming. Then he tipped his hat at her.

Mercifully, Cindy let it slide. "Thanks, Leeds."

After that, they all drifted in different directions.

Gwen found herself in the living room, clutching a Solo cup and examining a collection of records from the Seventies to avoid talking to people. There, she found herself being observed, by a girl from their class, who like Gwen was hanging out in the corner by herself. Michelle someone.

Smiling awkwardly, she raised her cup. "Hey."

Michelle nodded back. "'sup."

She looked back at the records, then back at Michelle, then back at the records again, not quite sure what to do or say.

"Good party?"

"It's kind of lame," Michelle said, raising an eyebrow. Gwen laughed, nodding. "Why are you here if you don't want to be?"

"Mandatory fun. You?"

"The same, pretty much."

Flash, having retrieved his dignity from the gutter Cindy left it in, came swaggering over.

"Ladies. How're we feeling?"

Michelle looked at him, expressionless. "Pretty good. I liked watching Cindy Moon run you through."

Gwen snorted and Flash went slightly pink-cheeked.

"What, _her?_ Pfft, I don't listen to anything she says."

"Which is why we've been listening to her band's sample for the last twenty minutes? No hate," she added for Gwen's benefit. "Your cover of Immigrant Song was pretty dope. But Flash? So bothered."

_"So_ bothered," Gwen concurred, grinning when Flash fidgeted in place.

Bothered.

"You know what?"

Huffing like a child, Flash stormed over to the DJ's booth and hit a few keys, cutting the music off midway through their Suffragete City cover. Moans and groans rose up immediately. Flash ignored them, putting on some unidentifiable techno mix.

"So bothered," Michelle said again.

"Just wait until Cindy finds him."

"Can't wait."

They exchanged an amused look as Flash came back over, the smuggest of smug expressions on his face.

"Wow, you sure showed me," Michelle said flatly.

Either he didn't pick up on the sarcasm or he didn't care about it, but Gwen's eyes widened a fraction when he seemed to settle in with them.

"So Gwendolyn—" She cringed. "—are you still with the boyfriend?"

"He hasn't escaped from the basement yet."

His grin faltered. "Huh?"

"Don't worry about it," she said, suppressing a deep sigh.

"Right." A deliberating pause. "So anyway, I've got this DJ-ing gig on Staten Island next month—" Far off, in the distance, she heard something erupt and Gwen's sixth sense was set ringing. "—was wondering if you'd—"

"Hey, my phone died," she said suddenly. "What time is it?"

Flash checked his. "Uh, just gone ten."

"Fantastic." Gwen pushed the solo cup into his hand and broke for the front door. "Bye."

Michelle shot her a salute and turned to observe Flash's despondant expression with a deadpan one of her own.

"I should have brought my sketchbook with me," she said, then left Flash on his own.

He decided to vent his feelings by getting behind the DJ's booth and encouraging a loud, bracing round of Penis Parker, before Liz appeared to threaten him into silence once again.

* * *

Gwen flung on her jacket and burst from the house like she was on fire, then a few steps outside, she slowed to a stop and let herself breathe. A September chill had crept into the air, but she couldn't feel it.

A plume of bruised purple smoke was rising from the overpass on the edge of Liz's neighborhood. Good thing she brought her new webshooters.

Just as she began to run down the garden path, her senses picked up on something. She turned in time to see Spider-Man take off from Liz's house. Then she was snatching up her bag and running after him.

At first keeping up seemed impossible; with his webs he soared over the neighborhood, whooping as he went, and Gwen only had her webshooters. There was no way she was going to try the same thing out in the open without even her mask.

The job got a lot easier when she heard him slow to a stop, and mutter, "Oh, no."

She kept running, and soon came to a golf course, where she saw a red and blue suited hero spirinting, like the soles of his feet were on fire, across the grass.

Normally such a ridiculous sight might make her grin, but at the moment she found there wasn't much funny in the situation. She followed in pursuit, keeping enough distance between them to stop him from suspecting he was being tailed.

There was _one_ bright side. As he went he set off the sprinklers, and Gwen knew where _not_ to go, looping her way through the row of trees to hide from the jets of water.

_"This sucks,"_ he moaned, and she found a spark of laughter in her after all.

Again, he failed to notice her. The Stark suit was dulling his spider senses, she thought.

When at last they came upon the overpass, Gwen hung back as far as she could, taking the down time to slide her new webshooters into place and secure them. As she did, she watched Spider-Man crawl up the side of the overpass until he was looking down, on the shady business taking place below.

"Times are changing," the guy in denim was telling a man who looked suspiciously like Troy from Community. "We're the only ones selling these high tech weapons."

She and Spider-Man uttered a low, _"Oh,"_ at the same time. She clamped her mouth shut when that time, he stiffened and raised his head to scan the area. Missing her hiding spot, his attention returned to the arms deal.

_Actual_ arms deal. Gwen was honestly almost giddy. Not that she would admit it.

"This must be where the ATM robbers got their stuff..." Spider-Man mused.

Then a yodel rent the air.

Yes. _A yodel._

Oh, Spider-Man was _definitely_ —

"Did you set us up?"

"Hey,  _ hey man—" _

The arms dealers naturally freaked, their alien weapons trained on Troy from Community in the blink of an eye. Gwen was gearing up to intervene, when Spider-Man did it for her.

_"Hey, hey come on!_ If you're gonna shoot at somebody, shoot at _me!"_

Gwen hated him.

"'aight," said the one with the handgun.

She absolutely _despised_ him, she told herself, bolting to her feet.

The weapons were brought out, Spider-Man ran straight into the glowing gauntlet worn by Denim and got blown back into a concrete post. He still managed to keep up, shooting out a web that latched onto the back of their van as it went, wheels screeching, into the night.

Gwen followed them as best she could without being spotted. They were so focused on Spider-Man that the task was a whole lot easier.

The van dragged Spider-Man through the streets but he didn't let up, not even when they let off blasts from an energy gun. She tailed them, scraping for some semblance of a plan.

Another blast a few moments later tore apart the road, and lost them the energy gun, which went tumbling onto a grassy abandoned lot. She didn't stop to think about it. Instinct took over. She webbed the Chitauri energy weapon into her hands as she passed—it took a strong _yank_ on her part to get it off the ground—and kept sprinting.

Then they finally shook him off, and Spider-Man slowed to a frustrated jog. She opened her mouth to call out to him, when he deviated from the road; a shortcut, she assumed.

Not wanting to risk getting lost or stuck or caught by someone's guard dog, Gwen grit her teeth and stayed on the road. When she rounded the next corner, the van was at the end of the road, and her sixth sense tingled.

A breathless, "Thought you'd get away from me, did ya?" from above made her look up, just as  her sixth sense _screamed_.

A man in a winged suit, glowing green and sinister, swooped down out of nowhere  and went for Spider-Man, plucking him from midair as if he weighed nothing. He took off into the night, vanishing as easily as he appeared.

Gwen never saw where the van went after that; all her attention was locked on Spider-Man and his abductor. The man in the wing suit, flying back the way they came.

In her panic she tried webslinging to keep up, but the webbing wasn't strong enough to hold her weight; the strand snapped and she took a hard plunge to the tarmac. Sucking air in through her teeth, she stumbled back to her feet, picked the Chitauri weapon back up, and started running, pounding the tarmac so hard she made the soles of her feet go numb.  


She reached the side of the overpass just as the winged man let Spider-Man go.

She was helpless to do anything but watch as Spider-Man was carried up, higher, higher, into the sky. He was still fighting. He might even be _winning_. In the blink of an eye he was too far gone for her to make out anything but pinpricks in the sky and she kept going, overwhelmingly thankful for her spider-endurance.

But then a parachute erupted from the back of Spider-Man's suit, yanking him from the winged man's clutches.

_"Peter."_

The name crawled from her throat, bedraggled and scared, the first time. The second time it was _ripped,_ hoarse and mindless.

_"PETER!"_

He and the parachute plunged into the river, and then didn't come back up. Gwen's legs went weak and she finally stumbled, just before Iron Man shot in like a missile after him. They gave out when she saw the two emerge moments later.

Iron Man flew for the opposite shore, Spider-Man in his arms, and vanished from her sight.

**Notes for the Chapter:**

> Merry Christmas! (Your kudos is appreciated ʕ·ᴥ·ʔ Maybe we could reach 200 by the New Year!)


	11. Peter, You Did It, You Made Me Cry

When Gwen woke up the next morning, groggy and blinking away the sleep in her eyes, she initially forgot about the events of the night before. She dragged her tired body out from under the covers and shuffled off to get coffee, wincing when her leg muscles complained.

Coffee retrieved, she went back to her room, drinking deep. She slumped down on the chaise lounge; yet another unwanted gift, by her grandmother this time, who mailed it to their apartment after suggesting that Gwen's drums weren't "becoming".

Gwen sighed and stretched out. She stared at the Chitauri energy thing, stuffed under her bed, next to the case containing the Stark suit.

The night started to trickle back to her after that, in bits and pieces. When visions of Spider-Man getting snatched from midair assaulted her, she balked.

"Oh, shit."

She scrambled for her phone and called Peter. No answer.

Cursing, she looked back at the Chitauri gun.

Tony Stark! _He_ could deal with it. Let him have the headache. When she called the number he was saved under, she got Happy's voicemail instead, which told her to leave a message, unless she was an over-eager teeny bopper, in which case, don't bother.

Gwen frowned, and left a message.

"It's Gwen Stacy, Mr Hogan. Sorry if this is a bit too Disney Channel for your sophisticated palate, but I have a Chitauri weapon under my bed that tore apart a road last night. Thought you should probably know. Pass it on to Mr Stark, if he's in the mood! Bye."

She hung up, thinking about how it looked so much more dramatic with flip phones in mid-2000's television. That done, she tried Peter again. This time, she got him.

His tone was harried from the moment he answered.

"Yeah? What's up?"

Gwen's throat was stuck. She cleared it and said, "Peter, are you okay?"

The last time she saw him, he was being raised up from the river by Iron Man. He didn't look conscious.

"What? Yeah, yeah. I'm uh—I'm good. Thanks for asking."

"You sound out of breath."

"Yeah, I'm just—Hey, did you notice anyone with something suspicious last night? Like, after the party?"

 _"No,"_ she said slowly, looking again at the Chitauri gun.

"Oh. Well I—Never mind. I can't talk long, Gwen. Gotta get to Midtown before the bus leaves."

"The bus...?"

"For Decathlon. We've got Finals in DC—"

"Right, right."

"—and I'm just trying to get some stuff done before I go. So you didn't see anything?"

In the mood to challenge him, she asked, "What's this about, Peter?"

He didn't answer for a good five seconds. "Nothing. Nothing, forget it." He laughed breathlessly. "I'll see you in a couple days."

"Good luck at Finals." The words tasted like sand in her mouth.

"Thanks, Gwen." Another, smaller pause. "I'll see you."

So he knew the Chitauri weapon was gone, or that was how it seemed to her. He must have gone back looking for it and panicked when he found an empty lot.

She went off to shower, already feeling less well rested than she had when she first woke up.

It was going to be a long day.

Through breakfast she checked her phone periodically, waiting to see whether Happy had heard her message yet. He may hate having to deal with her but she was certain that the moment he heard the words _Chitauri weapon_ next to _under by bed,_ she would be getting a call back.

So it was just a question of how long it took him to bite the bullet and listen to his voicemail.

The answer was an hour.

As Gwen was getting ready to head off to No Strings Attached, her phone rang.

"You have a _what?"_ Happy Hogan snapped.

"A Chitauri gun," she said, pulling on her shoes. She eyed it from across the room. "I'm not keeping this thing, I have nosy brothers. I thought your boss might want it."

"You're serious." A small pause, then a sigh. "Christ on a _fucking_ bicycle. _Fricking —_I mean _fricking_ —Alright, kid, just don't do anything stupid. I'm on my way over. Meet me in the alley I dropped you off in last time you and Tony talked."

"What time will you be here? I'm supposed to be going out."

She glanced at the time, thinking that she had already used up her Lifetime Miracle when Cindy let her off from band practice. She didn't feel like pressing her luck.

"I'm sorry, do you have an alien weapon under your bed or not?" His voice rose in incredulity. "Whatever you've got going on can wait. I'll be there soon."

He hung up before she could answer him.

Heaving a sigh, Gwen braced herself to break the news to her bandmates. As predicted Cindy in particular was far from impressed, but when Gwen promised to be there as soon as she could her hackles lowered. A bit. But Glory and Mary Jane's audible scepticism hurt.

Half an hour later, Gwen stuffed the weapon into an old ratty backpack.

"I'm heading out," she said to her mom, who was spending a rare day reclining on the sofa with one of her boxsets.

"Have a great time with Cindy, sweetie."

Happy texted to let her know he was waiting as she headed down in the lift. The real news arrived when she got to the lobby and their doorman, Stan, held out a hand to stop her from leaving.

"I'm sorry, Miss Stacy, I just thought you should know that we just had to have a gentlemen escorted from the building. He seemed suspicious, and he was asking to be let up to your floor."

Panic hit her like a bolt of lightning. "What—Who was he?" There were only three apartments on Gwen's floor; hers, old Mrs Richardson's, and the Ogunyemi's.

"I can't say, Miss, but I had a bad feeling like I said, so I had the boys give him the ol' one two. I thought you should know before heading out today."

Gwen was shaken, and ran most of the way to her meeting place with Happy. She couldn't help but link the man trying to break onto her floor with her taking the gun, and thrust the backpack containing it at Happy the moment she got in his car.

"I think there's a guy after it," she said, watching Happy open the bag and peer inside.

What he saw made him blanch and give her a critical once-over.

"You're not hurt?" She shook her head. "Right. Good. I'll get rid of this thing. Stay out of trouble, wear the suit."

"What are you gonna do with it?"

He looked at her through the rearview mirror. "Don't worry about that. Didn't you say you have stuff to be getting on with? Go get on with it."

Wanting to push him for answers, but to not ruin the band's day even more, Gwen arrived at No Strings Attached only an hour late, sans one Chitauri death ray. She was too late. Dave had given the Mary Janes' spot to someone else.

Her bandmates were already gone.

* * *

Cindy wasn't speaking to her. When news of the Decathlon team's victory broke on Monday, she actually faced the wall of their classroom rather than risk looking at Gwen.

So, she and Miles worked on the webshooters' mechanism a lot over the weekend. On Tuesday she asked him back to her place; they agreed they were on the edge of a breakthrough.

"It's the tensile strength that's tripping us up," he insisted. "Shame we can't talk to one of the Spiders. I bet they'd have an answer. D'you think their webs _come out of them?"_

"Probably not. That'd be gross."

For an hour they worked solidly, making a tweak here, an adjustment there.

"What's your plan for these things when we're done, anyway?"

Gwen struggled for a response. "I don't know." She could _tell him_. Another opportunity gleamed at her. "I want to see if it can be done."

He hummed low in his throat, only half-listening. "Hold that filter steady. I wanna add a second one in."

She watched his progress carefully. The mechanisms couldn't afford to get too big; they still needed to fit into the space built to hold Spider-Man's original webfluid cartridges.

God. _Peter's_ cartridges. How was it that she couldn't go to _him_ for help?

"Almost _done..."_ Miles muttered, dragging out the second word.

That was when Howard barged into the room, the door banging off the wall. Miles flinched then levelled a subtle glare at him as he crossed the room and turned on Gwen's TV.

"The Staten Island Ferry blew up," he said, as casually as you would announce the weather.

So casually, in fact, that Gwen didn't react to begin with. Miles, having added the secondary carbon filter to one of the mechanisms, was closing it up when the news hit him.

The hand wielding the screwdriver stilled. _"What did you just say?"_ He got up and went to Howard's side.

"Yeah," Howard said, flicking through the channels. "Like literally a minute ago."

He came to rest on the Daily Bugle's network, of all channels. It finally sunk in for Gwen when she saw the live aerial footage of the great orange boat, beginning to slowly part in half—

And the red and blue suited figure on board.

"Get out, Howard," she said, launching to her feet and manhandling him from the room. "I've told you never to come in here."

Howard swatted her hands away. _"Whatever_. I'm going down there to watch."

Gwen cast about the room, trying through her panic to piece together her suit. Miles didn't notice; his attention was fully on J Jonah Jameson, who of course was the one covering the segment.

"And the news broke only recently that the friendly, neighborhood menace himself ain't as heroic as he makes himself out to be! On the night a bank in lower Queens exploded, an incident Spider-Man was dubiously _involved_ in, the deli place across the street got blown to High Heaven. One of the poor shmuks trapped inside never made it out. Spider-Man had time to save the _cat_ though. _Ha!"_

The hand Gwen was using to reach for her mask went to her mouth instead. "Oh, my _God."_

"Shit," Miles murmured.

He didn't notice Gwen taking up the mechanisms and strapping them into the webshooters, then sliding them into place on her arms. He only realised that something was happening when he heard her shove open the window. He turned to look.

"Gwen, you're—"

"I have to go," she said.

And she did, long gone by the time Miles could pull himself together to say, "You're Spider-Woman."

She moved as fast as she could, slinging out webs lightning quick so she didn't have to risk putting her weight on them. When she came upon the scene, her heart dropped to her feet.

The boat was fully split down the middle, smoking and flaming, trying to fall apart. It would have done so already were it not for the lone figure in the middle of a mass of webs. Spider-Man was going to be pulled in two.

Gwen leapt in, leveraging one of the news choppers to reach the sinking ship. She dodged the flames and landed in a crouch on the tilted deck. Spider-Man wasn't up to talk when she got there, obviously, so she didn't waste her time.

She looked around at the straining webs, and began adding her own, trying in vain to pull the two halves of the ship back together. It looked like she and Miles' adjustments were a stark over-correction for the previous issue of tensile weakness. If anything, they were _too strong_ now, but it was hardly the time or place to complain about that.

 _"Holy shit, Spider-Woman's here!"_ "Spider-Woman, help!" _"Please, take my baby to safety!"_

Passengers noticing her presence for the first time started calling out to her for help, but her goal was single-minded. If she could remove some of the pressure from Peter, just until the lifeboats heading their way could arrive—

Then the ferry was being pushed back together by some outside force.

She had an idea of what was happening but didn't stop in her own efforts. Now she was able to add extra stability, thanks to their mystery helper. More over-strong strands were added to the matrix, and Spider-Man was able to let go. His figure slumped from the sudden lack of strain but he shook his limbs out and joined her in using his webs to pull the ship closed.

He grunted,  _ "What the hell—" _

Then from outside the boat, Tony Stark's voice, tinny to her ears, cut him off.

_ "Hi, Spider-Man. What have you kids been up to?" _

Gwen winced at his tone. She set to looking after the passengers, pressed up against the sides, rather than get involved. Obviously, there was about to be some sort of blow out between them, and she did _not_ want in.

"Hi," she said, climbing down to the woman with the baby. "Are you hurt? Do you need anything?" Iron Man and Spider-Man were exchanging increasingly terse words to her back. "Is your kid alright?"

The woman sniffled, clutching the baby harder. "What's happening?"

"There's lifeboats arriving just now," she said. "Spider-Man and Iron Man are going to keep the boat held together while I help evacuate everyone."

She didn't know if there was an official plan, but getting as many people off the boat as fast as possible sounded like a no-brainer to her.

The woman, Terri, she found out, needed Gwen's assistance in getting to her feet. She led a small group out onto the deck to begin with. In the water below, three boats were arriving, their crews getting ready. At the other end of the ferry, the same thing was happening with another set of lifeboats.

_"Can I start sending people down to you?"_ she called to the boat nearest, as they came to a stop.

One of the rescue women gave her the thumbs up, so Gwen went down with Terri's baby first, and then on her return journey, took an emergency ladder up with her. Back on the deck she was met with the sight of Spider-Man taking off, his shoulders holding a nervous tension that made _her_ nervous.

She attached the ladder to the railing and secured it with some of her super strong webbing—hopefully it would dissolve at _some point_ later on—and continued rallying the passengers for evacuation, as the rescue crews came aboard and took charge. They made progress with the evacuation at a far swifter rate than she had.

Stood back to watch, wringing her hands as shaken but thankful people slowly filed to safety, she didn't react when Iron Man appeared beside her. She could feel his icy expression through both of their masks and realised that the last time they were face to face, he told her she was _wearing the suit, whether she liked it or not_. And quite clearly, she hadn't listened.

"Spider-Woman. I think you've helped enough." His voice was tight with restraint and made her tense. "Follow Spider-Man. _Go."_

"What the hell happened?" she asked instead.

_"Go, Spider-Woman._ I need to finish up here."

Gwen had never felt more confused. Except perhaps for the morning she woke up sticking to every available surface. She could infer enough to know that Spider-Man was involved in the explosion that caused the boat to split apart, but she couldn't for the life of her figure out _how_.

When she found him, her heart skipped a beat for more than one reason. The first was worry. The second was Peter.

Peter, suit on but cradling his mask in his hands, sweat soaked curls blowing in the breeze. All her seperate visions of Peter and Spider-Man went crashing into each other at last, colliding with dizzying force.

_ "Peter..." _

He tensed but didn't turn to look at her. His gaze remained fixedly on his mask. A moment later, she heard Iron Man's repulsors blast off in their direction, growing closer and closer. Then he was beside them.  


“Previously on _Peter Screws the Pooch,"_ he said. He was hovered in place, looking down on them both. "I tell you to stay away from this. _Instead,_ you hacked a multimillion dollar suit, so you could sneak around behind my back, doing the _one thing_ I told you _not to do.”_

Gwen turned to look at Peter, feeling again like she was getting in the middle of someone else's messy fight.  


His head tilted in their direction but still he refused to turn around. “Is everyone okay?”

“No thanks to you.”

God, what the hell had Gwen _missed?_

_“No thanks to me?”_

Finally Peter was up, the anger on his face unmistakable. He looked at Gwen for a moment but the majority of his attention was set on Iron Man.

"Those weapons are out there, and I _tried_ to tell you about it, but you didn’t _listen,"_ Peter stressed. "None of this would’ve happened if you’d just _listened to me!”_

She couldn't stop herself from asking, _"What are you both talking about?"_

"If you even cared, you’d actually be here," Peter said, still locked on Iron Man.

At that moment, the suit hissed, opened up, and Tony Stark stepped out onto the rooftop.

Peter was screwed.

It seemed he knew it to, stumbling back several paces, eyes going all big and Bambi.

"I _did_ listen, kid," Stark said. "Who do you think called the FBI, huh? Do you know I was the only one who believed in you? Everyone else said I was _crazy_ to recruit a fourteen-year-old kid—"

"I’m fifteen," Peter mumbled, and _my God, Peter, not right now_.

His eyes were blazing. "No, this is where you _zip it!_ Alright? _The adult is talking._ What if somebody had died tonight?" Now, for some reason, his glare was turned on _her_. "Different story, right? ‘Cause that’s on _you_. And if you died, I feel like that’s on _me_. I don’t need that on my conscience.”

"Hang on," Gwen said, filled with sudden righteousness, "do you think _I_ had something to do with the _ferry sinking?"_

"Are you saying you didn't?" he asked, eyebrows raised oh-so-certainly.

 _"No!"_ she cried. "I don't know what happened here, I just wanted to help!"

"You always _just want to help_. That's half the problem."

That was when Peter, face screwed up with panic and indignance, blurted, _"Gwen had nothing to do with this!"_ and her jaw snapped closed. "Okay? It was all me! She just came to help me fix it after everything fell apart."

His voice cracked on the last two words and he backed down, looking away.

_Gwen had nothing to do with this._

_Gwen_.

Peter's declaration gave Stark pause, making him sigh and give her a considerate once-over.

"We've talked about the suit issue more than once, Miss Stacy."

It was a weak, half-hearted argument. He knew it as he said it, and considering all that had just happened, knew it held about as much water as the ferry had after it got split in two.

Her stony tone agreed with this. "I didn't sink the ferry."

"Fine. Then you can go."

She didn't want to leave Peter, but Stark's expression left no room for argument. Casting a final look over the scene from the day, she leapt from the roof and slung out a web. The new shooters definitely needed more work.

Not knowing what else to do, she headed for home, to face the music there. But the apartment was empty. A message from Miles was waiting for her when she checked her phone.

_Took phil to mcdonalds. I'll bring him back soon_

Gwen let out a long, shaking sigh, and lowered herself to her bed.

There were more messages. One from Cindy, from Howard, who smugly told her she was missing out on seeing Spider-Woman in person, two more from Harry. She ignored them all. She was too drained. Bone-deep tired. But the apartment was empty, and for that at least, she was thankful.

Despite the time being only five o'clock, she crawled beneath the covers and fell into a fitful sleep.

She was woken, an hour later, by her phone.

May Parker was calling.

Gwen blinked at the screen, not lifting her head from her pillow. She picked up the phone, felt the vibrations resonate in her hand, and only answered at the last minute.

"May?"

"Oh thank God. Is Peter with you? He hasn't been around all day and now it's dark and he isn't answering his phone." She raised herself up slowly over the course of May's opening words, her stomach sinking. "I already called Ned, he hasn't seen him either."

"Um." Gwen shook her head to clear it. "I saw him earlier. He—I—" Pushing back the covers, she started to change into fresh clothes. "Peter's fine, he just—I think something happened with his internship."

"Oh no," May sighed. "But you don't know where he is?"

"Do you want me to go looking for him?"

She was halfway to the front door when Miles appeared with Phil in tow. He stopped and started at her, eyes going wide.

Gwen knew what he saw earlier. "Howard's in his room," she said instead. Phil went off to bother him, calling a _thanks_ to Miles over his shoulder. _"Thank him properly, Phil!_ Did he thank you properly?" she asked Miles.

"In the elevator."

They stared at each other, when Gwen remembered May was still on the phone, calling her name. With a wince, she looked at Miles apologetically and kept talking.

"Sorry, May, my brother just came in. I'm coming over. I'll be there soon."

Hanging up, she made herself look Miles in the eye.

"Everything okay?" he asked. He was completely unreadable.

"Peter's missing," she said, gesturing with her phone.

"Right. Then you should probably go find him."

"Want to come with me?" she offered. "We can talk."

Slowly, he shook his head. "I gotta get home. Dad wants me there for dinner."

"Okay." She stared at him for another few seconds, then said, "I'll walk out with you. I gotta, y'know—Peter."

"Sure thing."

Parting ways with Miles when she had no idea what was running through his mind was kind of terrifying, but as they went their seperate ways he shot her a small smile that set her slightly at ease.

Then she was gunning for Queens.

She found no signs of Spider-Man or Peter anywhere on the way. Increasingly her nerves worsened, and she almost called Happy to ask him if he knew anything, but she didn't want to stop for anything. Soon enough, she was jogging to a stop outside the Parkers' apartment.

May flung the door open after one knock; Gwen's fist was poised for a second. She quickly lowered it.

"Has he come back yet?"

"No," May said, stepping aside to let her in. "What did you mean when you said you think something happened with his internship?"

"I—I saw him having an argument with Tony Stark."

May's hand went to her mouth. "Oh my God. Are you _serious?"_ Some of her senses seemed to return as her frenzied panic was redirected. She told Gwen to sit down. "Now tell me what you saw."

She tried her best, patching bits of the story related to Spider-Man, which was basically all of them, with far more mundane counterparts. Tony Stark just happened to be there, by the looks of things. Peter hadn't done anything to directly draw the billionaire's ire, it was just bad luck that he was there.

_"Parker_ Luck, you mean," May said. "Well where is he now? Have any of his other friends seen him since you did?"

Gwen opened her mouth, another excuse on the tip of her tongue, when the front door opened, and Peter was there. Gwen's stomach dropped at the sight of him. She was unable to move as May launched herself at her nephew and took him in her arms. His bizarre state of dress aside, he looked totally and utterly demolished.

"I called Ned, I called Liz. Neither of them knew where you were," May was saying. "I call Gwen, and she comes over here and tells me you _got into a fight with Tony Stark_. Peter, what on Earth is going on?"

His spiritless eyes landed on her at that, even as he stayed wrapped up in May's embrace, and he didn't reply.

"I called the police. _Five_ different stations. I didn't know what to think; I _do_ know you skipped out on detention. I know you sneak out of your window every night."

Tears were gathering in his eyes and Gwen looked away, wishing she weren't there, on the outskirts of such a private moment.

"I lost the Stark internship," he said at last.

_Shit_. Just what had Stark said to him after Gwen left. After he _told_ her to leave. After she willingly left him there, on that roof alone.

"I screwed it up. I screwed everything up."

"I'll put on some coffee," Gwen said, leaping to her feet.

She just wanted to get out of their way, and vanished into the kitchen, feeling very small. Out of sight, she leant her head against the wall. His suit was nowhere to be seen. He was dressed like someone who had woken up after a blackout in Las Vegas.

She didn't need to be a genius to know what happened.

Gritting her teeth, knowing she had been right all along not to take Tony Stark's _charity,_ she moved about as quietly as she could, getting coffee for the Parkers. As hard as she tried, she couldn't block out the noises coming from the other room. Snatches of words reached her ears no matter how loudly she talked in her own head.

"I'm sorry I made you worry."

"You know, I'm not trying to ruin your life."

She had to get rid of the suit under her bed. Give it back to Stark at the next possible opportunity.

"...you smell like—You smell like _garbage."_

Sensing Peter passing close by, Gwen straightened her posture. She turned to look, and seeing that May had collapsed onto the sofa, head in her hands, she followed Peter into the hall.

He turned to look at her, eyes listless, before continuing on to the bathroom.  Her hand shot out to latch around his arm. The strength contained in that deceptively skinny appendage was undeniable.

"Peter—"

"I need to shower, Gwen."

He still wasn't looking at her. He stared with determination at the floor. The shame was crippling, and it wasn't even _hers_.

She didn't know what to do. He was strong enough to shake her off, but he didn't. He just stood there, face turned downwards, lips pursed.

Swallowing, she pulled him into her arms and he didn't resist. After a moment he returned it. Then she felt him start to shake, and hot tears wet the back of her shirt.

**Notes for the Chapter:**

> New Years is on the way! Not that I'll be doing anything. Lol. I hope you all had a good enough Christmas. I spent mine playing Night In The Woods. It's one of my favourite games. Have any of you played it? Angus is bae ʕ·ᴥ·ʔ


	12. We'll End Up Both Alone, Oh, We Know

While Peter showered Gwen went to take May her coffee. She seemed half-asleep on the sofa, her hair in disarray where her fingers ran through it in the hours when her nephew was missing. Her eyes, ringed in red as Peter's were, blinked wearily open. Sitting up straight, she rolled her shoulders.

"Oh, thanks Gwen."

"You need a massage or something?" She was only partly joking.

A wan smile flickered to life. "Do you even know how?"

"Eh. How hard can it be?"

"I'd rather you found out on shoulders that aren't mine. But I appreciate the thought."

They lapsed into tired silence. The sound of water thundering against the shower tray filled Gwen's ears but she couldn't hear Peter. She hoped he wasn't still crying.

"I'm sorry that you had to hear all of that, Gwen," May said. The exhaustion still stained her tone. "Thank you for coming over."

"It's fine," she said.

There was a photo on the wall that she hadn't noticed before; May and Ben on what looked like their wedding day. Young and in love, whole lives ahead of them. A couple stood off to the side, partially cut out of the shot, who were obviously Peter's parents. Gwen hadn't given much thought until then to what spurred Peter into the role of Spider-Man after he was bitten. Suddenly it seemed painfully obvious.

"I guess I'm just stressed," May continued. Then she noticed what held Gwen's attention. "It's coming up on—"

"I know. Sorry. I—Peter's probably just feeling the stress too. You know he wouldn't... get into trouble."

She wasn't completely sure that was accurate—did being Spider-Man count as getting into trouble?—but May appreciated the sentiment, reaching over to pat Gwen's hand. Her hand was strong and slightly calloused; a sign of the tireless role she was forced into nearly two years ago.

"Thanks, hun." May sighed and shook her head, to clear her face of melancholy. "You want a ride home? I can bring my car out."

"Oh, well actually, I kind of wanted to speak to Peter first—if that's okay with you!"

"He's had enough excitement for one day, really," she said, "but if you think you can wipe that puppy dog look off his face, feel free to try."

He was still in the shower; maybe he was trying to drown himself. She waited five minutes for the water to shut off, and then another five on top of that, before she rose from the sofa, cast one last look at the photo of May and Ben on the wall, and went to find him.

The door to his room was swung closed, but not shut. She knocked anyway.

"Come on," he said.

His tone was dead, all the usual boundless energy she was familiar with sucked away, leaving him dry and lifeless. He looked as good as he sounded, and something in his eyes shifted when he saw it was her.

His jaw clenched tight. "Go on, then. Say it."

She closed the door behind her.

"Say what?"

"That you were right and I was wrong, and I should never have accepted Mr Stark's offer to start with."

She didn't say that, or anything to the effect. She just looked at him, until eventually he grew uncomfortable.

_"What?"_

"Are you okay?"

He shook his head, refusing to look at her, and failed to answer. He was moving around his room without direction like he was searching for a way to make himself useful, but coming up dry.

"So, I think I get Spider-Man's mission statement now."

"What does that mean?"

"That Ben would be proud of you."

"Ben _died_ because of me. When Delmar's blew up I didn't realise one of his guys was in the back, and _he_ died. Did you know that? And today, _even more_ people _almost_ died. There's nothing about me that Ben would be proud of."

Gwen winced, trying not to think about Peter, wandering the streets for hours, hearing that news being passed from mouth to mouth, or worse yet, from the smug mouth of J Jonah Jameson himself.

"The Daily Bugle broke the story, Pete," she said gently. "There's no reason to believe that it's even _real."_

It hadn't been corroborated anywhere else yet, and she doubted that it would be when it hadn't already. But Peter wasn't willing to listen.

"I became Spider-Man because of Ben," he said. "Because I could have saved him, but I got him killed instead."

All of Spider-Man's quirks; his determination, his excitement at the idea of them making a difference, were rapidly forming a picture in her head that she doubted Tony Stark had any idea existed.

"Ben would have everything to be proud of. Think about all the people in this city who feel safer in their beds at night, because of you."

"And you."

She shook her head. "I was Mirrors Edge-ing my way around Brooklyn every night before I met Spider-Man."

"People love Spider-Woman."

Giving up on finding something to do, he sunk to the floor and she copied him, sitting down opposite.

"How did you know it was me?" she asked eventually.

His eyes trailed wearily to her. "The night of Liz's party... You took the Chitauri gun."

His voice wasn't thick with tears anymore, but it sounded rough, unused. The shower cleaned him up and left him smelling of Fijian waterfalls, but he came out of it looking no less wrecked.

"You saw me?"

"No, it was—" He swallowed. "My mask. It records—recorded everything, to send to Mr Stark. I was looking for the arms dealer guys and..."

He shot to his feet out of nowhere, making Gwen startle, and went to his computer. Waking the screen, he stood back and Gwen was faced with an image of herself, face white with fear, webshooting arm extended and Chitauri gun under the free one.

"This was in the second before vulture guy snatched me up," he said, a tinge of irony in his tone. "I only saw you when I watched the footage back."

"I gave the gun to Happy," she said, not sure what else to say. He nodded, choosing to look at the screen rather than her. "And I guess this vulture guy had something to do with the ferry."

It was a cautious venture; she really didn't know if she should be bringing up the events of the day at all, but she needed to understand.

Peter nodded jerkily. "His guys had a deal going down onboard. I only found out a few minutes before it happened, I didn't know what else to do. I didn't think Mr Stark was even in the country—"

"What? Why not?"

"Because he wasn't on the night of Liz's party!"

"But Iron Man—"

"It was an _empty suit,_ Gwendy. He was in India, I didn't know that he'd come back. He never told me."

Gwen went silent. For weeks she assumed that they were in cahoots since Germany. Now it turned out that Spider-Man was told as little as she was.

Sighing, Peter went on.

"I thought I was on my own. I thought these dealer guys were gonna get away with selling off this alien tech, and I didn't want that to happen."

 _Why didn't you come to me?_ was the question that echoed in Gwen's mind, but she already knew the answer.

_I thought I was on my own._

"So I went down there, fast as I could, and actually caught them, right in the middle of the deal." His expression darkened. "I interrupted them. That's when the FBI showed up."

"The _FBI?_ How'd they know about this?"

"Because I told Mr Stark, and Mr Stark told them."

"But then—" She cut herself off, screwing her face up with confusion. Peter waited, dead-eyed, for her to pull herself together. "But if you knew the FBI were going to be there then why did you panic?"

"I _didn't_ know the FBI were going to be there." His voice was hard, as angry was it was on the rooftop earlier. A terrible feeling crept into her veins just before he said, "Mr Stark didn't tell me he told them. He didn't tell me _anything."_

"Oh, _Peter..."_

"And then I almost killed a ferry full of people. So how was _your_ day?"

She looked down at her hands, twining themselves anxiously in the hem of her shirt. The backs of her eyes were stinging, but she wasn't going to cry.

"Well, I kind of feel like the biggest jerk on the planet right now," she began. "I've been so wrapped up in my own shit that I let this dumb fight drag on with my best friend, and then he went and almost got himself killed, because he didn't feel like he could ask me for help."

"Aw, Gwen, don't—You're not a jerk. Please don't cry."

For a few seconds, Peter was floundering, then he moved across the isle to sit next to her. For a few seconds he hover-handed her, unsure of how to proceed, and she let out a weak laugh.

Pulling him into another hug, she said, "I can't believe I never noticed that you and Spider-Man do the exact same hand shit."

"I think we both didn't notice a lot of things," he said. His chin dropped onto her shoulder and then stayed that way for a minute. "So, best friend, huh?"

"I'm sorry I let you down," she murmured.

"Don't be. We let each other down. Spider solidarity failed for like, a hot minute."

She nodded. "No more fighting over dumb suits."

"Agreed. I'm exhausted," he said.

"Me too."

She really was. Bone-deep, sleeping-won't-fix-it tired. Tipping back against the wall, taking him with her, she could almost fall asleep right there and then.

"Hey Gwendy?"

"Yeah?"

His frame expanded with a deep breath. "I'm really glad it was you," he said into her hair.

* * *

Spider-Man was in the news wherever she looked the next day. The story about the ferry was everywhere, and J Jonah Jameson's yarn about the dead Delmar's employee made it halfway across the country before the bereaved family came out of mourning to clarify that yes, Elliot had recently died, but in a traffic collision, not in the back room of the sandwich place where he worked.

That the story wasn't true didn't seem to reach Peter, even when she called specifically to tell him. She hadn't brought up whether or not he planned to return to his original suit and didn't have plans to in the near future. Homecoming was a week away, and Peter was in a hole that his friends were struggling to dig him out of.

Gwen tried to help. Nights as Spider-Woman were split between the boroughs of Brooklyn and Queens. She ran interference for him when his sudden downturn in mood sparked fears for Liz.

"The time of year just hit him harder than expected. May brought out Ben's old suit for him to wear at Homecoming..."

Liz's eyes lit with understanding. "They were really close, huh?"

"Ben was his dad," she said.

 _He died because of me,_ went Peter's voice in her head.

After their talk on the night after the ferry, the subject didn't come up again, but she couldn't forget it. She couldn't wrap her head around the layers of guilt that he was steeped in.

"He's really looking forward to going with you," she said.

Liz's eyes dimmed again. "Is he? I mean—I'm sorry, that's not fair of me. I know he's genuine and he's trying, I just." Frustrated, she restarted. "It's the run up to Homecoming and he's checked out, you know?"

Gwen nodded, but honestly felt a bit awkward doing so. Being one of the New York Spiders was exhausting. It was time consuming. It latched onto the soul and refused to let go. So Gwen sympathised with Peter.

And Liz could tell.

"You think I'm being a bitch."

"No! Liz, there isn't a bitchy bone in your body. I just, I've known Peter since I was a kid, right? And like, he's _so good_. His luck is so awful, and you're one of the few good things that's happened to him since Ben died. I just want him to be happy."

Liz's face went through a cycle of emotions during her speech, and landed on something suspicious by the end of it.

"You just want him to be happy, yeah. With you."

Gwen blue-screened. "What?" Liz wouldn't repeat herself. "Do you—think I want to be Peter's girlfriend?"

She shouldered her bag. "I don't know. I think you want to always be the most important girl in his life. You've known each other since you were kids. _I know._ I don't need you to defend him to me."

She left before Gwen could tell her that she was wrong.

And she was! She _was_ wrong. At the moment more than ever, being in a relationship with Peter was further from her mind than ever. The Spiders and their, as it turned out, _ridiculously_ complicated partnership made it too much work. His emotional crash made it inappropriate. Both of them being in relationships made it morally wrong.

But Liz wasn't the only one unhappy with her. Cindy had yet to forgive Gwen for the band missing their slot at No Strings Attached, and she knew from experience that no one could hold a grudge like Cindy Moon.

She found out that Cindy was going to Homecoming with Ned—"As _friends!"_ —not from Cindy but from Betty Brant.

Then there was Harry. She hadn't actually _seen him_ since she was at his apartment when the bank explosion happened. But she was texting him! When she wasn't too tired. She wasn't ignoring him, it was just that the whirlwind which swept her up didn't leave much room for—

Well, anything, really. Gwen was flat out and still finding her personal life in flames wherever she looked.

Except for in one place where there was just... nothing.

Miles.

She hadn't seen him but he wasn't avoiding her. They weren't texting, but it was Gwen who left _him_ on read. It was down to her to make first contact, and after four days she did, seeking him out at lunch.

He was with his friend, Ganke Lee, but went still when he saw her.

"Can we talk?" she asked.

He nodded, telling Ganke not to wait up, and followed her outside.

"We haven't talked in a few days."

"Thought you could use the space," he said. "Plus, I needed processing time."

"So have you... processed?"

"I'm getting there." His eyes were flitting all over her, like he was trying to catalogue her, to pick out all the spidery parts. "So this is what we've been working on, huh?"

"Is that okay?"

He took a moment to answer. "It's pretty cool that some of my tech helps protect New York. Although, we clearly haven't got it right yet."

"You've seen the news?"

Spider-Man wasn't alone in his coverage at the moment; she was getting her own share of flack. J Jonah Jameson didn't much care that he misreported about Spider-Man causing a man's death when he could complain about Spider-Woman _polluting the damn environment with her non bio-degradable webs. Why weren't people crying about that, huh?_  


"I didn't _have to,"_ he said. "There's strings of undissolved webbing all over Brooklyn and Queens right now. I heard the guys dealing with what's left of the Staten Island Ferry got stuck to it. Had to leave their damn gloves behind. You're going out using them?"

His eyebrows were raised as high as they would go.

Gwen cringed. "I can't stop doing what I do just because of the _webs."_ She hissed the last word, looking around to make sure they were still alone. "People need me. Besides, I cut down most of it."

There was a shoebox full of ultra-strength webs hidden in the back of her wardrobe. It was an ever-growing collection that she wouldn't admit to anyone.

Miles shook his head. "One carbon filter was too little, but two was too much. We're going to have to look into weaker filters, or find _one_ that's just right."

"Oh, I can do that—"

"You're dealing with enough shit right now, clearly," he said, this time raising one eyebrow that was distinctly judgemental. "Leave it to me."

He wasn't abandoning her. He wasn't shunning her. He wasn't going to betray her. As she realised that all her arguments _for_ telling him were coming true, she released a tension that she was holding subconsciously until then.

"Miles, I—Thank you. Just, _thank you."_

"I've got your back, Gwen. You can rely on me."  


"I know I can. I wanted to tell you, more than once, but I just, I could never find the words."

"The suit did all the talking for you."

For inanimate things, both her suit and Spider-Man's did a lot of talking. That was to say, they said a lot about the people who wore them. Understanding what the origins of Spider-Man were elevated him from being yet another hero against the backdrop of New York, to an altogether more tragic figure.

Peter put on the mask to save people, because the person he wanted to save more than anyone else was gone. Gwen didn't know the exact circumstances of Ben's murder, but she knew that Peter placed blame for it entirely on his own shoulders. If he didn't, Spider-Man wouldn't exist; a person didn't become a superhero over just a sliver of guilt.

Since the ferry, that same motivator had him hidden away from the mask, with a new emotion added to the toxic mess.

_Shame_.

He missed school on Thursday, owing to some kind of undisclosed illness, but on Friday he was back, still looking quite peaky but putting on a sort of convincing facade.

While the rest of the Decathlon team basked in their hard-earned glory, he seemed to withdrew into himself, quietly and without fuss. It was very typically Peter.

"Liz is worried about you," she told him. She was trying not to think about Liz's accusation. "And so am I. How're you doing?"

He took a cursory glance around them before answering. "I'm fine, Gwen. I'm always fine."

"Fine must be Parker speak for really not fine at all. You look like you haven't been sleeping."

"I slept last night."

"Doesn't look like you did."

"Well, I did, okay?"

He was frowning at her and reflexively looking around to check that they were alone. Gwen already knew that was the case; her sixth sense was remarkably atuned to the streets of New York. There was no one around them who cared to listen in.

School was over and they were heading to his apartment. Normally Gwen would be heading off for band practice with Cindy, but she got the sense that she was, for the foreseeable future, not welcome. Gwen knew Cindy; give her a few days of space and everything would be fine.

Besides, Peter needed her more. He was climbing slowly from the pit of despair but at any moment could lose his grip and fall right back down to the bottom. That was what she and May agreed to watch him for.

"You'd better get over being fine in time for Homecoming," she said. "Liz might actually want you there for it."

"Her uh—Her dad's driving us. My first time meeting him. Should probably be in the room for that."

"Probably."

They were coming up to Delmar's. She wondered whether they shouldn't change route to go some other way, but by the look on Peter's face he was already there mentally. Distraction seemed her best bet.

"I ever tell you about the Bodega Bandit?"

"You've mentioned him."

"I think he might be my arch nemesis," she said. "I keep getting him arrested but it never sticks, and he just breaks out again and robs another bodega."

"Who robs a bodega?"

"I'm on a first name basis with more than half the bodega owners in New York now."

"What, first name or..." He raised his eyebrows. "You know."

"Please. How stupid do you think I am?"

"Do you think Delmar's will re-open?"

She blinked, blindsided by the non-sequitur for a moment. She looked back at the sandwich place, all boarded up.

"I mean, it doesn't look like the building took any structural damage..."

"Is that a yes or a no?"

She stared at him. "It's an _I don't know,_ Peter."

"So much for helping the little guy, huh?"

His tone was self-depreciating, the twist to his mouth bitter. There he went, losing his grip. Sliding back down into the pit.

"You did what you thought you had to do," she said firmly. "You made a choice and it turned out to be the wrong one—" He snorted. "—but ultimately you didn't know any better."

"I should have. I made dumb choices and people almost died for them."

"So who would have stopped the bank robbers?" she asked, pulling him to a stop just shy of the road crossing and making him face her. "Where might those Chitauri weapons be right now, if you hadn't cared enough to try and do something? Because I didn't see Tony Stark jumping into gear to do anything and those guys were _dangerous."_

"He uh—He said it was below his paygrade. He called the FBI after Liz's party."

By the mistiness in his eyes it seemed she wasn't reaching him.

"The FBI he never told you about. If you're to blame for what happened, Peter, then so is he. And Happy, for ignoring you. And—And me, for not being there."

"But mostly me, for being a dumb kid. If I were any smarter, Gwen, then Liz wouldn't be talking to you about what's wrong with me in the run up to Homecoming. I'd be there for her."

"You still can be," she said. "There's time."

But she knew the feeling. Ever since the night of the bank explosion she hadn't seen Harry in the flesh more than once, when he sought her out at Oscorp. She missed phonecalls because she was patrolling or chasing alien arms dealers. She got messages from him that she sometimes took hours to reply to because of band practice or fights over missing performances.

Even as she told Peter there was always more time, she knew that what little time she had left room for nothing else.

"It's a miracle she hasn't dumped me."

"She wouldn't." He looked sceptical, and she added, "Not with a week to go to Homecoming. She wouldn't want to be stuck looking for some other dork to take her."

"It's not like there isn't a supply of them who'd drop everything if she asked."

"But she won't. She wants you."

He went quiet, contemplative, for a few minutes. "Anyway," he said, breaking his silence at last, "it's not like there is a Spider-Man to take up my time anymore."

"Don't say things like that," she muttered, elbowing him with enough force to make anyone else wince. He didn't seem to feel it. "You just need time and space, and you'll be back on your feet."

"Without a suit?"

"You still _have_ your suit."

May was still at work when they got to the apartment and Gwen, honestly not sure how worried she should be, offered to hang around until she got off.

"Nah, don't worry about it." He grinned at her until it almost looked genuine. "She's due back in a couple hours and bringing Thai food with her. Gonna spend the night watching one of her old shows. You ever seen Red Dwarf?"

"Can't say I have."

"You should. But don't you have to pick up your dress for Homecoming?"

"My what?" It took her a second. "Oh. My—Yes! Forgot about the dress."

"Kind of important."

 _"Yes._ Thanks, Pete."

"Any time. I mean—Not that you need a dress to look—" He crossed his arms; colour rushed to his face. "Any time, Gwen."

She left him with a smile and a gentle reminder that he had three assignments to be getting on with.

Her Homecoming dress.

 _Right_.

She had managed, somehow, to put it clear from her mind. But at the start of September her mom gave Gwen her credit card and sent her off to buy a dress, that she was meant to be collecting in fifteen minutes time. For Homecoming. With Harry.

Speaking of Harry; now that the dust of the last few days was beginning to settle, she thought it might be a good idea to call him.

Homecoming was one week away.

**Notes for the Chapter:**

> Question: do you think the FBI in this universe would be kitted out enough to bust Toomes' operation on the ferry? Was it a good plan to leave it to them or not? I don't think we're told enough about the FBI of Marvel to know, but the debates have no definitive answer.


	13. The Boy You Loved In Spring

The dress was blue and chiffon. The least fussy that she could find, as few frills as possible. It was hanging on her wardrobe door and it stared at her that night as she moved about her room, quietly getting ready to head out as Spider-Woman for the early nighttime patrol.

The next day this feeling of being watched continued right up until she went into Manhatten to see Harry.

It had been days since they saw each other, or even talked for more than five minutes, and there were six days to go until Homecoming. Heading up to his floor, she thought she'd be happy to see him again.

All was silent and sterile when she got up there. A faint smell of plastic permeated the air, but that was just how the Osborn apartment was. Everything inside was showroom style. Harry's room aside, everything seemed unfit for human habitation, despite eye-wateringly expensive furnishings.

She knocked on the door, and waited. And waited. Then just as she began to doubt that anyone would answer, the door opened, and Harry was there. He wore a green turtleneck she had never seen before.

He wasn't happy to see her. She wished he would smile.

Instead, he greeted her with, "What are you doing here, Gwen?"

Surely that was obvious. "I'm visiting you," she said.

"We haven't seen each other in two weeks."

"I told you I was busy," she said. "Besides, you said we should talk!"

 _"Three weeks ago,_ Gwen," he said, crossing his arms and looking off to the side rather than look at her. The action made her irationally angry.

"I got here eventually, didn't I?"

"Ha. _Eventually_. Nice."

She couldn't believe this was happening. Not even in the door, and they were arguing. She and Harry didn't argue, ever. But two weeks of not seeing each other face to face and he was throwing this at her.

"Harry, we were both busy."

 _"Gwen_. You can't spend weeks avoiding me and still think we're together."

"I never _avoided_ you!" she cried.

"I've seen _my father_ more than I saw you these last few weeks. That's impressive, when your competition is Norman." Harry finally smiled, but it was bitter, and aimed at her. "He wanted to know where you went."

"It was _two. Weeks._ That's _nothing,"_ she grit out, clenching her fists. "I've been _busy_. That happens sometimes."

"Too busy to see me for five minutes?"

"Yes. I've had stuff going on, Harry. I'm sorry if you were _lonely,"_ she sneered.

"What kind of stuff?" She wouldn't answer, and the bitter look on his face deepened. "Something to do with that Parker kid, right? You talk about him enough."

"The last time you saw me, I was leaving because the store of someone I knew got blown up," she said plainly. "Has it seriously not occurred to you that other people needed me?"

"Yes, but then you went two weeks barely speaking a single word to me, and I started to wonder _why."_

Gwen couldn't reply for a minute. She clenched and unclenched her fists, feeling a knot in her chest begin to tighten.

"You... never told me you felt this way."

"How was I supposed to?" he asked, arms thrown out wide. "Gwen Stacy's a force of nature! She never listens. Never hears something if she doesn't want to."

"Harry, that's not fair—"

"It's not like I didn't _try!_ I dropped enough hints!"

"You _dropped hints?"_

Then a noise sounded from somewhere in the apartment and seconds later, a girl walked into view. She had springy orange curls and freckles to match, and was swamped by a hoodie that Gwen recognised as one of Harry's.

She said, "Harry? What's going on?"

Gwen was staring at him, aghast. "That's a good question."

"Nothing, Jonie," he said tonelessly. "I'll be back in a minute."

The girl, Jonie, stepped forwards, looking at Gwen. "Hold on a second. I know you. Harry talks about you all the time. You're Gwen Stacy, right? His ex-girlfriend?"

* * *

Gwen didn't know what to do.

She called Cindy.

Despite the days in which they hadn't spoken a word to each other—hadn't so much as looked at each other—when Cindy heard what happened at the Osborn apartment, she told Gwen to meet her at Deja Brew.

Settled into seats by the window, Gwen watched raindrops race down the glass, only turning back when Cindy cleared her throat.

Even in such a sugary environment, Cindy looked halfway hostile. Gwen knew then that she could still get up at any moment and walk out. But she didn't. Instead, they talked about Harry.

"Have you cried yet?"

"No. And I don't feel like I'm going to."

"I mean, he was _barely_ a real boyfriend," Cindy said, crossing her arms. "You never _loved_ him."

"I thought I did!" she protested.

 _"How?_ You had that crush on Peter, surely you knew that the feelings were different!"

In her incredulity, Cindy was forgetting their feud.

"My— _feelings for Peter_ were a fantasy," Gwen said, blushing a bit at acknowledging feelings outloud. "They were different."

"That's a big difference."

"I just can't believe he thought _dropping hints_ was the same thing as ending the relationship! With _words._ Specifically the words, _I'm breaking up with you_ , or some other varient."

Cindy raised a thin eyebrow. "Are you sad?"

"Embarrassed." She paused. "I have no date for Homecoming now."

Cindy started sipping her mocha. "Remember how he gave you a USB powerbank for your birthday?"

"I like practical gifts," she said.

"Did you think of him every time you charged on the go?"

The question was scathing enough to snap Gwen back to her senses. She wasn't entirely sure why she was defending him, and vowed not to again. From there, they lapsed into silence. The longer that silence lasted, the more it seemed Cindy remembered why they hadn't been talking and her expression grew frostier.

"You _have_ been preoccupied recently," she muttered at last.

Gwen stiffened. "What?"

"You have," she said. She looked Gwen dead in the eye, unblinking. "Even when you do make it to band practice your playing's robotic. You're never in the room anymore."

"Cindy—"

"I'm not defending Osborn. But I'm not wrong."

"You _are_ wrong. You—"

She cut herself off, trying to swallow the hurt along with the end of her sentence. Cindy was being unfair.

"You have no idea how much pressure I am under at the moment," she said, pitching her tone lower when a woman one table over shot her an angry look.

"We're all under pressure," Cindy said. "You think it's all shits and giggles for me, with school, after school studies _and_ the band?"

"Like you're the only person with responsibilities! With people relying on you!" She threw her hands up. "You're not, Cindy."

Her face could have been chiselled from stone. "We replaced you with a drum machine," she said, standing up. "Don't bother coming back to band practice."

"You aren't in charge of the band!" she called to Cindy's retreating back.

"It was a _band decision,"_ she snapped over her shoulder, and then she was gone.

Gwen slumped slowly back into her seat. People were staring. The _whole cafe_ was staring. She suppressed the urge to bury her face in her arms, and left as well.

The band had voted to replace her? Over one missed session? Well, two, but one of them had been excused. So this was what she got for trying to please everyone. She made the effort to be there for all the people in her life who needed her, and she was thanked with a break up seven days before Homecoming, and being thrown out of the Mary Janes.

"What's wrong, Gwen?" Phil asked when she got home, slamming the door shut behind her.

"Nothing," she said shortly, cutting straight across to the hallway. "I'm going to my room. Don't come in."

Her foul mood remained hours later, when she was taking her well-practiced route towards Quinta's place. Street lamps provided brief interludes of light against night's dark curtain. The artist had been busy too, she said, taking classes and learning self-defense to the point where Gwen almost felt obsolete.

But they were kind of friends by now, and it was just part of Gwen's routine to check in with her, if just to see how things were going on her end. That night, she wasn't much in the mood for their usual chatter.

"I've been taking extra hours," Quinta said. "Coming in on days off. Now I'm almost set, I think. Nearly ready to move on. I'm looking at Pratt Institute. I'll have to keep working my way through but I've saved enough to get in."

"If you need references, let me know," Gwen said.

Quinta laughed softly. "I'll remember that you said that."

"Why are you laughing?" she asked, just as a tingle began to prickle up and down her neck. "Character references from superheroes gotta be worth, like, a lot."

"What's going on with you tonight? You seem down."

"It's nothing," she said. "It's... stupid. Do you carry pepper spray?"

Quinta's smile faltered, then went away. "What?"

The prickles had moved on to painful stings, and the hairs of her arms were all stood on end.

"Something's wrong. Danger's coming."

Gwen was looking around, trying to pick said danger out. She could hear something. Someone—several someones—approached from behind. They weren't close yet, but they were coming.

"Run home, Quin," she said. "You're almost there."

"No way! If it's Robbie, I'm pepper spraying his ass. I won't run."

"It's not Robbie."

Robbie was invasive and persistant, a petty man, but not the kind of dangerous she could feel approaching now. It was strong enough to make her skin itch.

"You need to go," she insisted. "Your place is two minutes from here. Get inside. Lock the door. Just to be safe."

"Come with me." Quinta latched onto Gwen's arm and began towing her down the street. "Hide at my place. You've gotta be as young as me; you're not dealing with these guys solo."

"And risk them breaking in? No way. Kids live in your building." She tugged herself free easily. "I'll be fine. I need to take these guys so they can't turn on anyone else."

She needed to know what they wanted. But still, Quinta wouldn't leave immediately.

"This is what I do," Gwen said. "But I can't worry about fighting them and keeping you safe."

They were close enough now that in moments she would be able to see them, and maybe Quinta sensed her urgency because at last she caved.

"Be careful. Don't take any stupid risks."

For a brief moment in time, with nothing to fill her ears but the distant hum of the city, Gwen knew she was alone. Then just as fast, she knew again that she wasn't. She didn't immediately turn to look, but she sensed their ill intent from a mile away.

 _"Spider-Woman."_ The voice of the man leading the charge sounded familiar. "I wanna know what you did with the weapon you stole from me the other night. My boss ain't happy it's gone."

"Should have looked after it better, then," she said, turning slowly. It was the guy in denim, from the underpass. Schultz. "How'd you know I took it?"

"Tracked the weapon down to Brooklyn. Every criminal knows who holds Brooklyn."

Gwen shuffled her feet. Schultz had assembled a crew to retrieve the Chitauri gun. Seven guys total, all looking to be in their thirties, and tough as hell. She could take them.

As long as her webshooters co-operated.

"'Holds Brooklyn'?" She shifted into a more attack-ready stance. "You make me sound like a warlord."

Schultz smiled. "Yeah? I hope you can fight like one."

"Not really. I'm more of a spider."

One of the goons cracked his knuckles. "Then you can call us _pesticide."_

The guy next to him shook his head, said, "Man, shut the hell up," and then made the first move.

She sprang into action, aided by far superior reflexes. Youth was on her side too. But Schultz and his guys didn't come unarmed; from the first she was under seige, spending more time dodging blasts from smaller Chitauri weapons than fighting their wielders, of whom there were three.

She webbed up one and left it useless on the ground, then webbed the guy who had been using it. She winced when the extra powerful webshooters sent him to the ground with a sickening _crunch_. The Chitauri weapons, less deadly by miles than the ones from the underpass deal, nevertheless made the whole scene infinitely more chaotic.

Gwen's heart pounded in her ears, her sixth sense rang from all directions and left her barely deflecting some shots; she felt the heat from more than one go narrowly sailing above her head. She took punches that no one else could.

Five guys left. Schultz yelling orders. She made short work of him. Then there were four.

_"Get her! We need that gun back!"_

Giving them as little space as possible to fire their weapons meant getting up closer than she might have liked. But two, three, four of the goons were webbed to the wall. The last guy almost jumped her, taking his chance while her back was turned. He towered over her when they went face to face. Gwen stalled for a split second, then used the height difference to her advantage, and with a punch to the gut that made something in him break, he went down.

She stood over them for a moment, breathing heavily. Her nerve ends were tingling, her adrenaline up. She wasn't usually so aggressive. It was only in the glow of victory that she realised she had been excising some of her upset. Which maybe was irresponsible.

Suddenly on edge, aware that Schultz's boss could be nearby even now, Gwen abandoned the scene.

* * *

Nobody ever told her what getting stabbed felt like.

Peter certainly didn't after his getting intimate with that unicorn knife. She expected it would be obvious. _Agh, a knife has sliced through my skin! Pierced my body!_

But no.

When Gwen got stabbed, all she felt was a punch. And she was getting punched rather a lot at the time when it happened, so she didn't pay it any mind until afterwards, when she stopped at her favourite bodega to get herself a post-fight, wallowing corndog and the seller stopped halfway to passing her said corndog.

His eyes blew wide.

_"Spidey! You're bleeding!"_

"I am?"

She looked down and saw a great red patch blooming into the white of her hoodie.

"Oh."

"You need to go to a hospital!" the seller cried.

Gwen blinked at the wet patch on her front for a few seconds longer, blinking, then said, "No. I need to find Spider-Man."

She walked away, noticing for the first time that her feet were dragging slightly, and ignoring the bodega guy, Jose, who kept trying to call after her.

 _Spider-Man_. No, _Peter_.

She made the trek to his apartment often enough in the past for her to execute it via muscle memory. A good thing too; by the time she climbed up to the roof, and from there down to Peter's window, her entire body was leaden.

She dragged the window up, not registering the dual cries of alarm from inside, and fell into the room and onto the floor, from where she didn't move.

 _"Oh my God,"_ Ned cried, leaping to his feet.

" _Spider-Woman."_

Peter launched to his feet, leaving his schoolwork abandoned. He dropped at her side, hands hovering over her, looking for where it hurt. Gwen blinked slowly up at him, and hoped that he wouldn't take her mask off.

From the laptop on his desk, someone was crying, _"What's going on? Somebody tell me! Who's there?"_ It was Flash Thompson, she thought. Gwen ignored him, as did Peter and Ned.

"Hi," she said, "I got stabbed."

"You got stabbed," Peter repeated dumbly. It took him a couple of seconds to catch up with his own mouth, but when he did, his eyes doubled in size. _"Shit."_

His hand came up to replace hers, covering the wound with a greater pressure than she was managing. _  
_

"Is that _Spider-Woman?"_ Flash's voice, again. "Is she all right?"

Ned began stammering about taking her to hospital, or calling May, or Tony Stark—which made Gwen start violently—and it was only when he started looking for an Uber to come pick them up that Peter intervened.

His tone was mercifully steady. "Ned, no. We can take care of this. She can't go to a hospital any more than I could. Keep pressure where my hand is for me."

After Ned did as asked, Peter got up to rifle through the top of his wardrobe and produce a medkit very similar to the one Gwen kept. He flung open the lid and began taking out pieces of medical equipment.

Flash was saying, "Parker, you _actually know her?_ What the fuck? Hey, _Penis! Is she okay?"_ but no one was paying him any attention.

"Peter, Peter." Gwen kept hitting his arm until he looked at her. "It's Clifford the Bid Red Stab Wound." She dissolved into giggles but tried, not very well, to stifle them when she saw his jaw clench. "Sorry, sorry."

Ned was still gaping at them. "Wait," he said, "Peter, what are you doing with that needle?"

"Just—Trust me, Ned, I'm pretty good at this."

"Aren't you glad I made us practice stitches on that dummy?" she asked. "Are you _still_ letting Flash call you Penis?"

"That reminds me," Peter said. "Ned, exit out of Skype for me."

" _Don't you fucking dare—"_

Ned launched himself towards the laptop, saying, "We'll talk to you later, Flash!"

His tinny reproaches were cut abruptly off, and for a moment, the room was silent. Ned was panting, looking between the two Spider-People with wide eyes. Then he took in Spider-Woman properly, still on the floor, and got up to slide Peter's pillow beneath her head.

"Thanks, man." Gwen sedately watched Peter prepare the needle, then asked, "Did you sterilise that?"

"Fuck, right," he said. "Uh, hang on a second."

"Is your aunt at home?"

"Work," he said shortly. The needle was sterilised, and Peter turned back to her with a steely-eyed determination present. "Are you ready?"

"Better now than never," she said, pulling up the sweatshirt and underarmour to reveal the wound for the first time. It wasn't very big, when she looked at it. "Huh."

When Peter was finished, he sat back on his heels, studying her with an expression that was strangely hard to decipher. For her part, Gwen made no effort to move from her place on the floor. She was staring at the stain on his ceiling, the result of an experiment gone wrong when they were eleven. May went nuclear, she remembered.

Peter broke the silence. "What happened?"

"Harry broke up with me."

"Oh, I—I'm really sorry, Spider-Woman. I would never—I mean, you don't deserve that, is what I guess I'm trying to say."  


"A month ago. And I guess he just never bothered to tell me."

Peter swallowed. "Are you... sure?"

"He was there with his new girlfriend _Jonie_ , Peter, so yeah."

Dual breaths were sucked in, and Gwen remembered that Ned was there too.

"He _cheated_ on you? Who cheats on _Spider-Woman?"_

"Bastard," Peter said under his breath.

"He said I'm a force of nature who doesn't hear anything I don't want to." Then she looked at Peter from the corner of her eye. "I know what you're thinking. You agree with him."

"Can you read minds?" Ned breathed.

"I _don't_ agree with him," Peter said, meeting her eyes through the lenses.

"Peter. It's basically the same thing we fought over."

"I don't agree with him, Spider-Woman. I think he's a coward for not telling you if he wanted to end things."

"Would it have done any good?" she asked, turning her eyes towards the stain again. Ben thought it was really funny, she remembered. He said Peter looked like the professor from Flubber. "He said I don't hear anything I don't want to!"

"Yeah, well, I _like_ that about you."

"I—I agree," Ned said timidly. "Everyone does! If you were any different, well, you wouldn't be Spider-Woman!"

But Gwen was still staring at the ceiling. She couldn't help it. She couldn't stop.

Peter sighed. "Ned, mind stepping outside for a minute?"

"Uh, sure."

After a moment, the bed groaned as he stood from it. The door opened, then closed a second later. Ned's footsteps receeded.

Peter scratched the back of his neck furiously. There was a long pause. Then hesitantly, he laid down on the floor next to her. She sensed him hover-handing her for a second. Then slowly, he pulled off her mask.

"That's better," he said, placing it to the side. She _could_ breathe easier, but now her face was cold.

As she turned onto her side to face him, his hand settled on her shoulder.

"I'm really sorry, Gwen."

"You didn't do anything wrong," she mumbled.

"I know." He twitched. "I kind of feel like I did though."

"You didn't. I was happy with Harry as things were. Everything was fine until a few hours ago."

He opened and closed his mouth a few times more, looking increasingly out of sorts. To spare him the painful attempts at offering further words of comfort, she closed her eyes.

"I... kind of think we should call someone. Y'know, about the wound."

Funny. Until the ferry it would have been Gwen making the case for bringing in Stark. Now the shoe was on the other foot, because Gwen never wanted to see him again, for as long as she lived, and Peter was trying to be the voice of reason.

"It's fine. The knife didn't hit anything important."

"How do you know?"

"I just _do_. If you were still in tune with your sixth sense, you'd know what I mean."

"Oh. You mean your spider sense?"

She dragged her heavy eyelids open to serve him a flat, derisive look.

He seemed unrepentant. "Could you instinctively judge the severity of knife wounds before you got bitten? No. _Spider sense."_

After a while, the pain faded. Neither of them moved. Until a timid knock on the door had Gwen leaping up to pull on her mask.

"Peter?" Ned said through the wood. "If we aren't doing any more work tonight, I have to go home."

"Hang on a second!" he called, then turned back to Gwen, who had just finished forcing her mask back into place with trembling hands. "Wear the suit," he urged, keeping his tone low. "Seriously, I don't care about what happened between me and Mr Stark. Just wear it."

She shook her head, backing off towards the window. This made his lips go thin.

"This is serious, Gwen! You got hurt tonight."

She pushed open the window and was climbing out, moving slow and careful, when he sighed, tired and defeated, and said, "At least keep it close by, just to be safe. If anything happened..."

The following gap of silence prompted her to turn back to him; he looked pleading and frustrated in equal measure.

"Please, Gwen."

She kept still, verging on the line bweteen agreeing or continuing to refuse. He wouldn't stop looking at her, though, and something on his face—something hard and determined, very Spider-Man—was making her want to agree for the first time.

A knock on wood rang through the air. "Peter?" Ned said again. "I really have to go."

Or maybe it was just the bloodloss.

Peter's face screwed up impatiently and he looked back at the door.

"I'll be out in a second, Ned. Just hang on—"

He looked back to his window to find it empty. Spider-Woman was gone.

**Notes for the Chapter:**

> Thank you all for reading. As for what happened across the pond since I last posted, uh...
> 
> Congrats on Blorgia!


	14. One Of Us Each To Carry The Spade

The eve of Homecoming arrived as if in the blink of an eye. So fast, in fact, that Gwen didn't believe it at first.

"Is tomorrow Friday already? It can't be!" she said.

It was six o'clock and she was too busy being blindsided by the sudden arrival of the big day to try getting into the mood for it. Miles, over at her place so he could examine the damage done by Schultz's attack, wasn't very sympathetic, but she felt she was being unfairly shafted. The stab wound had only just faded fully that morning.

"Do you need to call the Talking Clock?" Miles asked. "Yes, it's Friday."

"The Talking Clock?" she grumbled. "What are you, fifty?"

"That's no way to talk to the guy who's fixing your broken webshooters," he said with a _tsk_. "Remember me tomorrow night while you're having the time of your life."

The time of her life. Sure. She got thrown out of her band, cheated on _and_ stabbed all in one day not a week ago, but sure, she was about to have the time of her life. Whoopie.

"You'd rather play with the webshooters than go to some stupid dance," she said. "Don't forget, _I know you_. You're like me."

"Maybe," he allowed, smiling. "Maybe you're right. How's the suit looking?"

"Not... wonderful." In fact, it was kind of torn apart. Either Schultz did a worse number on her than she remembered, or her stumble to and from Peter's apartment was more chaotic. "I'm thinking I'll need to replace most of it, honestly."

"Shit." Then shifting his expression into one more casual, he said, "If only you had a back up of some kind."

"Please don't start," she sighed. Even Peter, so badly scorned by Tony Stark, had nearly begged her to wear the Stark suit. If both her boys piled on she might just cave. "I won't co-operate with Tony Stark."

"The technology stuffed into that thing will be _mindblowing,"_ he said, pointing to the case under her bed. "Made by _Iron Man?_ The Hulk couldn't rip it."

"What, do you wanna see it?" When a guilty silence ensued, she shook her head at him. "What?"

"I'm just wondering, I've seen Spider-Man's suit, and they're the same, right? How did Mr Stark get everything so compact? While I'm working on your webshooters, I might as well try to slim them down. That is, if you're definitely never gonna wear _that_ suit." He was giving her a _look_ from the top of his head. "Y'know, the super suit?"

"Definitely not," she said. "Stark can go choke."

"Wow. I do _not_ want to know what happened there."

"He's an ass, that's what happened. Are you really surprised?"

He mumbled, "The Maria Stark Foundation gives a ton of money to my mom's hospital every year at Christmas..." and trailed off when he saw the look on Gwen's face. "I'll drop it."

"Thank you."

"But I _will_ say," he went on, "that I think the guy has more depth than you give him credit for. He made the suit even after he knew you wouldn't help him. That has to count for something, right?"

Gwen didn't say anything, and Miles left soon after, her dad offering him a ride on his way into work.

Homecoming began in twenty four hours time.

* * *

The school was done up in streamers and lights. Music pounded and made Gwen's eardrums vibrate. She tucked herself away in a corner, trying to ignore the persistent stinging of her ego as couples mingled and laughed, and on the dancefloor, uncomfortably grinded against each other. Earlier she saw Ned walk in with Cindy, but she knew better than to attempt an approach.

Rarely had she felt less party-ready.

"Hey."

Gwen started; Michelle Jones was standing in front of her, in a shimmery, champagne dress.

"Hi," she said. "You look nice."

Michelle's lips quirked upwards. "Thanks. You do too."

"Where's your date?"

"Don't have one." She raised her eyebrows. "Dates are outdated."

"You're right there," she said.

There was a dusting of gold around Michelle's eyes that Gwen didn't realise she was staring at until Michelle said, "I like the uh, look you went for." She seemed uncomfortable offering the compliment. "Low-key."

"Oh. Yeah." Gwen felt uncomfortable accepting it. She got the feeling, hand going to the back of her head, where hair was tied simply, that they were both unused to compliments. "I'm not super flashy."

"Right. Drummer."

More masked vigilante, but they were interchangable anyway. Both important. Both underappreciated. _We replaced you with a drum machine,_ she said. _  
_

Unbelievable.

"Who hurt you?" Michelle asked, sounding unimpressed.

Gwen realised that she was scowling. "Sorry."

"Eh. I don't care," she shrugged. "Homecoming's lame."

Michelle drifted off at some point, still bored, and a minute passed in mundanity. Cindy passed by her field of vision at one point, Ned-less. Then the hairs on her arms stood on end. Compelled to some sort of action, despite not knowing the reason why, Gwen made a quick exit from the hall.

There was no one in it to miss her. A good thing too; she wouldn't be going back.

It was when she came to the school's front steps, looking around for anything wrong, that she ran _—_ almost literally _—_ into Ned. They jumped back from each other, wide-eyed.

"Gwen! Hey! I was just _—_ Uh, you look really nice!"

Her eyes went narrow. Where Tweedle Dee was, Tweedle Dumb would never be far away from, and she had yet to see Peter. So what was up?

"Hey Ned," she said, "where's Peter?"

He looked suddenly incredibly guilty, only deepening her worry, and said, "Doing Homecoming stuff."

"Homecoming stuff. Huh." Gwen's eyes locked on a familiar, prone figure, webbed to a school bus outside. Schultz. So there was the danger she sensed. "What kind of Homecoming stuff?"

"Uh..." Ned's eyes darted about; in search of escape. "You know. Juice."

"Juice," she repeated.

"To drink! Fetching juice to drink. For us."

He looked so relieved, so proud of himself in the moment, that Gwen almost wanted to push aside the feeling she had of something being incredibly wrong. Then Flash came dragging himself up the steps into school, looking like he had just been hit by a bus.

With an inkling she knew what was wrong, she said, "What's up with you?"

He blinked at them slowly; Gwen expectant, Ned cringing, and said, "Spider-Man just stole my dad's fucking _car."_

 _"Huh!"_ Gwen looked back at Ned, crossing her arms now, as Flash wandered deeper into Midtown. "What's he doing, Ned?"

"What's he _—_ " Ned peered at her for some seconds. She didn't blink. "Who's _he?_ I have to go anyway, Gwen. I need a uh—computer."

"Don't fuck around right now. If he's in danger, he might need help. This is _important."_

"He said something about _—_ about Liz's dad." He was beginning to perspire, subtly. His phone began to vibrate and she saw the screen light up with a dumb picture of Peter before he covered it. "But it's nothing, I mean _—_ Not nothing! I just _—_ "

"What about Liz's dad?"

Gwen's heart was going to beat out of her chest. She didn't care if he knew who she was, as long as she knew what was happening, but Ned was still stuck on pretending he knew nothing. 

"I don't know! A guy with wings! _I mean, nothing!_ Why are you even asking—" _  
_

It took a moment. His brow furrowed. He mouthed several words to himself soundlessly. Then his eyes went as round as golf balls.

"But to help him you'd need _—_ that would mean you're—That you— _Oh my freaking God."_

He was wheezing his words out, sounding on the edge of hyperventilating. Gwen couldn't have that. She latched her hands onto his shoulders and shook him, probably a bit harder than she meant to.

"Ned."

_"You—"_

_"Concentrate._ Did he say it was the guy with the _vulture wings?"_

"Yes." Ned blinked dumbly before a bit of sharpness returned to them. _"Yes! It was him!"_

"I have to go after them," she said, already looking for a way out.

"W-What are you gonna do?" he asked, following her.

"I don't know. Chase them." Her mind was in pieces. A suit. Her suit! It was at home, still with the split in the material from the knife. Too torn apart to be any help. "Shit."

Peter was in danger. And she _did_ have a solution. Doubts and misgivings were rendered at once null.

"What's your plan for this?"

"Help him. Save him. I really don't know." She snatched the kitten heels from her feet and shoved them into Ned's arms. "Do what you have to. Stay in touch with Peter and let him know I'm on my way. Try to reach Happy Hogan." She started running, calling back over her shoulder, "Tell him I sent you!"

 _"I will!"_ Ned shouted, and watched her go, disappearing into the night.

Neither he nor Gwen noticed Cindy, who had followed them out from the hall, and who saw everything, watch Gwen leave with a frown on her face.

* * *

Sprinting full-on through the streets of New York City as good as barefoot wasn't advisable. But she couldn't run in heels, even those tiny ones she picked out for the night, so she had to risk it. Maybe her spider DNA would cancel out the hundred types of tetanus she was probably contracting.

"Look at that girl run," said a woman to her boyfriend, as Gwen bolted between them. "You know what does that to a girl? _Men."_

She was a good fifteen minutes from home no matter how hard she ran. Gwen grit her teeth and pushed onwards, and the time blurred together until she was coming up on her building. She didn't rouse suspicion by going in through the front door. Instead she ran around the alley at the back of her apartment and wall-crawled as she never had before. From the roof she went down to her fire escape and fell in through her window, always left unlatched when she wasn't at home. She knocked over a potted plant, her personal router, and almost crashed into that stupid chaise lounge.

The case was where she left it, covered in a thin layer of dust. Gwen yanked it out, lungs burning, and threw the lid open. She snatched up the mask first, then pulled out the rest of the suit. Shucking off blue chiffon, she exchanged it for vibranium.

In the dark of her bedroom, Gwen slipped into the Stark suit for the first time.

It was breathable and light, like wearing a second skin. As soon as the mask was pulled into place over her head, a whole new world appeared. The lenses zeroed in on her TV and labelled the band posters next to it, cataloguing the landscape around her. It was honestly distracting.

No wonder Peter had lost his touch.

Gwen shook her head and went back out onto the fire escape. She shoved the mask up to call Ned's phone.

"Have you talked to him yet?" she asked, the moment he answered.

"Yeah," he said. "I'm on call with both of you, though. He followed vulture guy in a car, so he's already, like, way ahead of you by now."

"I'll swing to catch up," she said, looking at the wrists of the suit where she could feel the hi-tech webshooters pressing against her skin. "Just tell me where he's going."

"He's _—Hang on."_

She was put on hold, and barely clamping down on her frustration, she began to climb up the side of the building, heading for the roof.

The night air had a sharpness to it that chilled her when she was still in her dress, running barefoot through the streets. The suit took care of that easily. She was fully insulated from the shifting seasons. She could see why Peter liked his so much. Looking out across the city, she tried in vain to spot a sports car being badly driven, but that was honestly most of them.

People couldn't drive.

Ned came back to her soon after this.

"Okay, so, I think they're heading through Brooklyn?"

"Brooklyn? Seriously?" She jogged towards the edge of the building. "Do we want to risk jinxing it by saying it's lucky?"

Ned didn't answer, but he was still there. She could hear his increasingly laboured, nervous breathing.

She needed to websling to move forwards. Having never used the Stark suit before, she could be setting herself up for a badly-timed fall. She felt out the triggers, aided by the lenses which pointed them out to her, and went for it before she could start to overthink.

Arching through the air, she didn't have the same hang of it that Peter did, but she could adapt. She swung over the city streets, the sounds of life drowned out _—_ whether that was on Gwen or the suit, she didn't know _—_ and set off deeper into the borough.

"Ned? You still there?"

No answer. She hoped he wouldn't be taken up with Peter for too long, because she needed to know whether he had talked to Happy yet.

The harder she pressed herself the faster she was able to move. Pedestrians below began to catch sight of her, calling up in hopes of a response back, but she was too focused to notice.

Halfway to her destination, a breathless Ned got back to her.

_"Gwen?"_

_"Yes!_ What's going on? You talked to Happy yet?"

She landed hard on the roof of an old factory and went sprinting across it.

"Uh huh. He hung up on me the first time, but the second time I opened by name dropping you, and _that_ got his attention. Which, like, _woah."_

"Great, Ned." She reached the edge of the roof and took off from it. "So what's happening?"

"Well _—_ I don't really _—_ I told him what's going on, but it didn't really sound like he believed me? I tried him a couple more times since, but he hasn't picked up."

"Fucking _shit,"_ she hissed, and heard him gulp. "Okay, Ned, I need to _—_ "

He gasped, "Peter needs me!" and dropped her line.

It was startling enough that she almost completely lost her rhythm. She stopped for a second, waiting to see if Ned called her back, which he didn't, then took off again. Blood pounded in her ears.

Then a minute, or just thirty seconds later, something happened that stopped her heart dead.

Her spider sense _—sixth_ sense _—_ whatever _—_ started crawling up the back of her neck. She stopped to look around for the danger, but saw nothing. And then her super-hearing picked up on a concrete building collapsing in on itself.

She didn't need to see it with her own eyes to know Peter was inside. It was a spider thing.

Heart in her mouth, she swung with all her might in the direction of the noise, trying over and over again to call Ned, or Peter, or _somebody,_ but no one picked up. Peter was inside a collapsing building, that was why her spider sense went off. She _knew_ it was.

She knew, because when the dust had settled and she was so, incredibly close, yet still too far away to do anything, she heard him crying out for help.

"Please, somebody _—Help me! I'm just a—just a kid. I'm trapped!"_

The cries continued like that for a while before worryingly quietening down. The minutes it took her to reach him were the worst of her life. The strange noises which replaced his pleading were concerning all on their own.

Moreso, because when she finally got there, he was already gone.

Gwen stared at the mountain of concrete. Dust made the air itself a hazard; hard to breathe and see through, but there seemed to be no denying Peter's absence.

Feeling lost, she called, "Spider-Man?"

Nobody replied. So was he _—_ No. He couldn't be _—_

If he had passed out, she would still be able to see signs of him, or hear him. The only heartbeat in the area was her own.

She stumbled to the edge of the disaster and began mindlessly hauling chunks of concrete away, looking for something, for _anything,_ that would tell her what to do next. Peter couldn't just be _gone_.

But there was a scrap of his original suit snagged against a jagged piece of metal. There, on closer inspection, was a small but damning smudge of blood. The longer she looked the clearer an image began to form.

"Peter?" she croaked. _"Peter?"_

Nobody answered her. How could they? She was the only person still around. Which meant either that Peter had left the scene on his own or that somebody took him away. Whichever it was, he still needed her.

Gwen straightened up and looked around, suppressing the stinging behind her eyes and hoping the mask absorbed the stray tears which in her panic escaped. She needed to leave before anyone saw her there.

Her phone started ringing. At first she ignored it in favour of getting away from the scene of the collapse. Then it started ringing again, and hoping it was Ned, or even Peter, she answered.

"What the hell is going on, kid?" It was Happy. He did not sound _—_ No. Nope. She wasn't going there. "One of your nerdy friends called me half an hour ago, blabbing on about bad guys and hijackings, and how _Spider-Woman sent me,_ and I _—_ "

"A supervillain just collapsed a building on top of Peter," she snarled, and Happy's mouth audibly snapped closed. Her voice was shaking with either fear or restraint. "You hear me? Now I don't know where either of them are, but it sure as hell has something to do with Stark Industries, so tell me what the fuck is going on and where that winged psycho took my best friend."

Happy was silent. Just as she was about to start in again, he spoke, sounding shell shocked.

"Someone dropped a _—_ _Shit. Holy God._ Where are you, kid?"

"I don't even know! It doesn't matter where _I_ am, Peter's the one who's missing!"

Throughout their conversation, if it could rightly be identified as such, Gwen's voice grew more ragged, her words coming in sharper, panicked bursts. Happy must have picked up on that.

"Kid, kid _—Gwen_. _Gwen Stacy,_ you hearing me?"

Shuddering, she said, "Yeah."

"Okay, good. That's—That's good." He sounded panicked too, but more alert than she ever thought he could be. "Stay calm. Tell me what happened."

So as fast as she could, and feeling every second lost, she reeled off the events of the night, up to the point where she found blood stains on rubble and nobody for the blood to have come from.

Happy neither swore nor exclaimed this time. "You said you're wearing the suit the boss made, right, Miss Stacy? I'm sending you the details for the plane vulture guy's trying to hijack. If your Bluetooth's turned on the suit'll pick up on it and tell you where it's headed."

"Plane?" she asked, even as a pinging noise was emitted by the suit and a small map display appeared in her field of vision. "What do you _—_ "

"There's a plane on autopilot packed full of Stark Industries tech, flying out as we speak," he said. She was tentatively following the arrow on the map. "If any supervillains, like your guy with the Chitauri gun, have a plan for tonight, it's to hijack it."

"Then what are you _—_ "

"One of our guys is already on it. Says there's something interfering with the plane's autopilot, that he's trying to block out. We won't let it happen."

"You won't?"

An almost imperceptible pause. "Not if we have anything to say about it." She was too frantic to notice the doubt in his tone. "When you said a building collapsed _—_ "

_"Gotta go!"_

Gwen hung up and broke into a fresh sprint, following the map display as closely as she could. The plane was rapidly heading further towards the ocean, at which point her only link to Peter's location would be gone. She couldn't let that happen. Especially when for all she knew, Peter was somehow on board.

* * *

Not for the first time, she was too late.

She was too slow off the mark, her phonecall to Happy came too long after the plane took off. She tracked it to Coney Island just in time to watch it crash to the beach in a fiery blaze that shook the earth. Again, she knew that Peter was trapped, and again, there was little for her to do but clean up the mess left behind.

_Too late too late too late._

She got there just as Peter, mask-less, saved Liz's dad from his own malfunctioning wingsuit. Then he collapsed into the sand, and ceased movement.

Her vision blurred, she stumbled to him and checked that he was still breathing, her own breath faltering. He was. His back beneath her hand rose and fell softly.

"Peter?" No answer. She gave him a slight shake and tried again. "It's me—It's Gwen. Can you—"

She couldn't finish her sentence. He nodded very slightly anyway, and his lips moved, but no sound came out. He looked terrible. _Terminal_. She tried to pick him up but his body was leaden, and even the smallest shifts made him wince. Finally, he managed to speak.

"Mr Toomes. Is he..."

"He looks fine," she said, narrowing her eyes at the man. "Can you move?"

No answer.

At a loss for what she should do, she webbed Mr Toomes up more securely and drifted towards the shoreline, where the flaming wreckage lay. There was little she could do for the plane, but Peter downed it trying to save what was inside. So Gwen screwed up her antagonism for Tony Stark and set to rescuing as much as she could.

Peter regained some of his strength as she did this, and began putting the salvaged goods into neat little piles that made Gwen want to roll her eyes. It wasn't long until she was finished, then before she could move, she was enveloped.

A pair of arms that didn't know their own strength wound themselves tight around her. Gwen reciprocated the embrace—what she _thought_ was an embrace, at least, but that could have been a desperate reach for something to lean against—and couldn't fail to notice his trembles. She didn't know whether it was muscle strain or shock causing them. Turned her face into the side of Peter's neck, where either his skin or hair smelt charred. She dug her fingertips into the soft material of his hoodie, and turned her gaze onto the beach without releasing him.

The scene wouldn't be out of place in a horror film. Coney Island burned.

"C'mon Pete," she said at last. "Lets get you safe."

Progress back to her apartment was slow, but she wasn't letting him stay on the beach, with the fire and curious eyes of locals.

Helping him in through the window, she let him collapse onto the chaise lounge while she dashed into the hall to make certain that they were alone. Sounds of life came from Howard's bedroom, but it seemed by his breathing pattern he was asleep. Other than that, they were alone.

Gwen breathed a sigh of relief and returned to Peter's side. He hadn't moved an inch. His eyes had slid shut. She brushed his curls from his forehead.

"Pete? You still with me?" His eyes cracked open and took a few seconds to focus on her. She checked again that he wasn't bleeding from the nose or ears. "Can you tell me your name?"

"P'ter B'njm'n Parker," he mumbled, leaning subconsciously into her touch. "Hand's warm."

She did more checks; asking his age, guardian, then her name, and Ben's name, and the names of his parents. Where he went to school. Where he lived. He answered every question without issue, and the tightly wound spring in her chest uncoiled somewhat.

"Right," she said, "I'm going to fetch you some water, and you're going to drink it, okay? Then you're going to tell me where you're hurt. I'll take care of you, and then you're going to shower."

He was nodding along, blinking owlishly. One of his gloved hands came up to poke her in the face. He winced, tried again, and managed to pat her on the shoulder.

"I already called May," she continued, taking hold of his hand to ease the glove away. Blood was dried on his knuckles and sticking to the material. "I told her that you had a sudden migrane thanks to the strobe lights in the hall. She knows you're here and said you didn't have to call her if you're asleep."

He nodded and swallowed. Biting down on her lip, Gwen watched him for a moment longer, then ran to fetch the litre bottle of water she usually kept for herself after a night of strenuous crime fighting.

As he drank— _slowly Pete, slowly—_ she asked him to take stock of himself. Decide whether he had any injuries his healing wouldn't take care of. While he did, she rolled up his sleeves to unhook his webshooters and place them to the side. She winced at the imprints they left behind on his skin, far deeper, _redder_ , than they usually were.

"Chest," he said at last.

She didn't wait for further prompting to start undressing him, removing the hoodie with painstaking slowness. Her stomach dropped at the sight of cuts and bruises patchworking their way across the pale expanse of skin. Then she fetched her medkit and got to work cleaning him up.

It was only when she studied the puncture wounds that he stirred.

"Vulture guy picked me up," he murmured. "Dropped me."

"You're safe now, Pete. Just a bit more, okay?" She prodded gently at one particular puncture wound which seemed to have torn when Toomes let him go. "I'm gonna stitch you up."

"Clifford the Big Red Puncture Wound..."

"Oh, _now_ that's funny, huh?"

With every pull of medical thread through his skin, he twitched ever so slightly, but otherwise was a perfect patient. She determinedly thought of her needle instead poking through the fake flesh of the practice dummy, and not her oldest friend. The inside of her cheek was caught between her teeth, and she barely dared breathe until she was finished.

This done, she prised the water bottle from his hands and helped him to his feet.

"Shower. I'll get you something to eat while you're in there, and bandage you up afterwards. Then, once you've eaten, sleep."

 _You make it sound so simple_ , she thought sourly, watching Peter shuffle off towards the hallway. She saw him into the bathroom, even though he knew the way.

Once the door shut with a soft _snick_ behind him, Gwen released a slow, shaking breath, and brushed herself down.

"Okay, Spider-Gwen. Now what?"

First, throw a frozen pizza into the oven. _The blander the better,_ she thought. After the trauma of the night, Peter's stomach might be sensitive. She set some leftovers to reheat for herself, because she was hungry too, damn it. Food had been promised at the dance, but she didn't last long enough to get any.

That done, she quick-changed into her pyjamas, stuffing her own suit away and picking up the heap of rags that was Peter's. After a small, deliberating pause, she went to throw it into the washer/dryer.

She slammed the lid closed, set it going, and stood there for a minute with her eyes closed, hand pressed against the top, feeling the vibrations.

Her legs were trembling. The shower was still running in the bathroom. The cheese on the pizza in the oven was beginning to melt and she could hear it sizzling.

"Gwen?"

Startled, she span around; it was Howard, staring at her with a bleary frown in his too-small pyjamas.

"Why are you doing laundry at like, one o'clock in the morning?" He blinked a bit, then asked, "Who's in the shower?"

"Howie—"

"You look sweaty and guilty."

_"Howard."_

"Have you got a boy over?" Mischief sparked in those brown eyes, and she knew she had to stamp it out before it could kindle. "Mom and dad won't be very happy when they come home from dinner—"

"I'm on my _period,_ Howard." His face shuttered, then screwed up with disgust. "That's right. I'm washing my sheets because they're all bloody—"

_"Stop, Gwen!"_

"—and the shower's running because I'm about to get in. Y'know, to wash off _all the blood."_

_"Oh my God, Gwen, shut up."_

"Go back to bed, you little demon," she snapped, and bodily shoved him from the laundry room. "Or I'll tell mom and dad!"

Her memory of the night began to blur after that point.

When the shower shut off, she cracked open the door to fling inside a pair of Philip's tracksuit bottoms and a t-shirt, both categorised "you'll-grow-into-them". She waited for Peter to be decent before bandaging up the worse punctures, and then led him back to her bedroom, instructing him to stay awake long enough to get at least half a pizza in his stomach.

"Anything we can do to help out your healing factor," she said when he grumbled vaguely. "Drink more water, Clifford."

Despite his increasingly hazy complaints, he cleaned up the entire pizza and managed some more water before she let him stumble to her bed and fall onto it face-first.

"I have to sleep here too," she said.

When he didn't move, she rolled him until he was sandwiched between her and the wall. His only response was a tired muttering sound, and he curled up into the sheets. Gwen sighed, and dropped into bed.

She fell asleep to the beat of the fellow heart beside hers, and the beam of the moon shining in through her open window.

**Notes for the Chapter:**

> After a year of inactivity, I've revived my twitter! [Come find me there](https://twitter.com/VeryLucyJane)
> 
> It's lucky I managed to update this at all, lol. AO3 was down again thanks to a certain Minecraft fic.


	15. If You Did It Once, Would You Do It Again?

Peter talked in his sleep.

She had the vaguest memories of him doing this during those rare, impormptu sleepovers they had as a child, when her parents were unexpectedly kept at work after hours and May and Ben took her in without having to be asked. They set her up on the same squishy air mattress, next to Peter's bed, and she remembered listening to him mumble away until sleep took her as well.

Last night was different in three respects.

The first, that they shared a bed. The second, that they both smelled of smoke and acrid, burning sand. The third, that Peter was talking to Ben. He never had need to when they were children; Ben was wholly available whenever conversation was desired. Now, he could be reached only in the realms of sleep.

Gwen woke slowly, and then, suddenly, all at once. She blinked, wincing against the burst of golden light hitting her in the face. Sometimes she regretted being too lazy to close her curtains.

Moving as little as possible to begin with, she stared around the room. Someone had picked up her Homecoming dress and draped it over the chaise lounge. The blue chiffon was wrinkled from its time on the floor. She only wore it for a few hours, in the end. She hoped Ned still had her shoes.

Breathing in deep and slow, she rolled over to face the wall.

Peter was blinking at her from across the short expanse of the bed.

"Hey," she said quietly.

"Hi."

He sounded _wrecked_.

"You okay?"

She sounded kind of awful as well, as it turned out.

"Been better," he said. "Last night was too much for me."

"You'd do it again in a heartbeat," she murmured, not quite knowing if that was a good thing or not.

He hummed. "You got any food?"

"I think there should be sustenance somewhere in this place. We have been known to feed the gremlins on occassion. Come out when you're ready."

As she slowly moved out from beneath the sheets, a bit sore herself, he said, "Ah, what? I don't qualify for the B&B treatment?"

She threw on her dressing down and wrapped it tight around herself. "Not nearly. You need to get shot for those privileges. I want to see bullet wounds." When he raised his eyebrows in a considering manner, she pointed at him. "Do _not."_

Her limbs were stiff and her movements faltering. She made it down the short hallway to the kitchen, and found a note from her mother left on the countertop. _You can tell me why Peter Parker was in your bed later tonight, Gwen._ Of course, she was already out at work. At least she had that going for her.

She shuffled around getting a breakfast together, and glanced at the wall clock. It was gone eleven. She had slept for ten hours straight. May must be wondering where her nephew was by now.

Gwen was leaning her forehead against the cupboard, eyes half-lidded and staring down into the toaster, when Peter shuffled in.

He cut himself off mid-yawn. "What are you doing?"

"Watching my waffles," she murmured.

"Or... they'll hop out of the toaster and run away?"

She cut him a sleepy glare. "Or they'll _burn,_ Peter."

He sat down at the kitchen island with a barely perceptible wince. She watched him through narrowed eyes until he seemed settled.

"So," he began, "maybe _Liz_ didn't try to murder me, but _her dad —"_

"If you're about to turn this into an _I was right_ scenario, Parker, I have some bad news for you." She put the plate of waffles down in front of him with more force than was necessary. "Because I told you getting too attached to the Stark suit was a bad idea, did I not?"

"Yes." He took a long breath. "Yes, you did."

Her shoulders slumped. "That was a low blow, Peter. I didn't mean to be harsh."

"After the night you just had, I think you get a pass." He tried to smile but winced instead. "Thanks, for being there."

"I was too late to help you." Her rejection of the Stark suit got him into a plane crash which could easily have killed him. "I didn't do anything."

"You were there," he said, frowning. "I probably would have passed out in the sand and woken up to a crab moved into my suit."

"It's kind of shredded, by the way," she said. "I washed it, but it's done for. Sorry."

"Thanks, Gwen."

Philip wandered in seconds later, rubbing sleep from his eyes.

He looked at Peter and said, "You're why the Tooth Fairy didn't come last night. I put the tooth under my pillow but you made loads of noise and scared her off."

Peter looked startled. "I'm sorry."

"The Tooth Fairy DM'd me to say she's coming tonight, Phil. It wasn't Pete's fault," Gwen said, thinking fast to keep up with the news of his aparent tooth loss _and_ his not getting any money.

"Where was she last night then?" he asked, eyeing Peter with suspicion.

"She had her own Homecoming to go to."

"The Tooth Fairy is a lie," Howard called, barging into the room as well and slumping straight onto the sofa, eyes glued to his phone. "So are God and Santa."

_"Howard."_

But Phil didn't look all that affected.

"Oh. That makes sense."

Howard nodded like he had just done a great act of community service.

Gwen looked despairingly at Peter. "It's official. He's a grown up now."

"He really didn't know until just now that the Tooth Fairy isn't real?" Peter asked in a low tone.

"We're all busy people, I guess we just didn't get around to it."

"But still, you'd think one of his classmates would do it for him."

"Actually," intoned Howard, "the younger kids now tend to have pacts where they hide the truth from the dipshits who still 'believe'. It's pretty cringe."

"Some would say sweet," Gwen said.

Howard shook his head at her, stunned by his sister's rediculous sentimentality. Then he caught sight of Peter.

"There _was_ a boy in your room last night!" he crowed. "All that crap about you being on your period was fake!"

"What crap? I don't remember that." Then cutting across his following protests, she asked, "Don't you have friends to go waste time with or something?"

Disgusted by the injustice of it all, Howard left to dress for the day. Peter turned back to her with an eyebrows-raised look but maintained silence. Phil, scrolling through his Twitch feed, stopped for long enough to say, "Does this mean I don't get any money?"

"Get used to that feeling of disappointment, kid."

She went to take Peter's suit from the washer-dryer, confirming indeed that it was in fact toast, and stopped on the way back to fish her phone out from the pocket of the Stark suit. Unsurprisingly it was nearly dead, and blown up with messages.

Ned, Ned, Miles, Liz, Ned again, Miles again, Happy Hogan.

 _Happy Hogan, Happy Hogan, Happy Hogan_.

Logged from a time starting just after the plane crashed, were dozens of texts and missed calls from Happy. Also a couple from an unknown number, whose origin she was sure she could guess at.

After some hesitation she checked the most recent message from Happy. It was only twenty minutes old.

 _Your door guy won't let me up. We need to talk Miss Stacy_.

* * *

She left Peter to piece himself back together and then went down to the lobby to see with her own eyes what was happening. On stepping out into the space, Stan turned to her—he was visibly enjoying himself—and winked. Happy, who clearly hadn't slept, was looking at him with murderous intent. Her appearance triggered a slump in his stance.

"Gwen Stacy. Thank God. Is Parker with you?"

"Yeah." She crossed her arms and glanced from him to Stan. "He's sleeping. What do you want with him?"

"I—Can we talk in private?" He looked at Stan; the elderly doorman was whistling to himself, rearranging his desk with a twinkle in his eye.

Gwen's lips twitched. "Stan, could we use your breakroom for a minute?"

"Oh, I'm not listening in, Miss Stacy! But go ahead. Holler, and I'll come running."

With a thin smile she headed through the door behind his desk, followed by Happy. The break room smelled of carpet and coffee. A small pile of old newspapers collected on the table. The coffee maker on the side was still warm.

"The boss wants to talk to you and Parker," Happy opened with. "After what happened last night—Christ, it was a shitshow—disaster, and I just needed to see with my own eyes that you're both okay. The kid, is he...?"

"He's fine," she said. "I mean, his girlfriend's dad dropped a building on his head and then he was in a plane crash, but yeah. He's okay."

Happy opened his mouth, second guessed himself, and started again.

"What happened last night—It was close. Way, way too close. But it wasn't on you or the kid," he rushed to add, when Gwen puffed up indignantly. "None of it was your fault, or his."

"Peter," she said. "His name is Peter. And he has been trying for months to get either of you to communicate the most basic shit to him."

Looking like he was in a lot of pain, he said, "I know—" but she wasn't finished yet.

"If Tony Stark wanted to swoop in and deign to grace Peter with his attention, he should have committed."

"I know, Miss Stacy. I agree with you. We both effed up. Massively. I'm here now because I want to try to make up for that."

She crossed her arms. Shuffled her feet. Scrunched her nose. "There's no need for you to self-censor," she muttered. "I'm fifteen, not five."

Reminded again of her age, he winced. "Did you get hurt last night?"

Her feet hurt to put weight on after her sprint across the city but were healing. She had general muscle soreness all over, but that aside, she was miraculously unscathed.

"I've got nothing to complain about. But no one dropped a building on my head."

"Can I see him? Peter?"

"He's sleeping."

"Tony just needs to know that he's okay."

"Then where is he? Why didn't he come here himself?"

"Because one of his planes crashed last night, into Coney Island," Happy said, betraying some irratation for the first time. "He's been dealing with the press since five am. If they saw him leave to come here, people might ask questions. You might be at the centre of attention you don't want. So, you won't let me see him."

"He's sleeping," she said for the third time, and with more force than the times previous.

Happy didn't look as though he believed her, but there was little he could say or do about it. He said instead that she and Peter were invited to the Avengers compound, to meet with Tony there, and after that he gave up.

"I'm real glad that you're both okay," he said in parting. "Tell him thank you, Miss Stacy."

Gwen followed him out and stood to watch him leave. The morning outside was cold and blue, peak October.

"You know," said Stan, "I never did see you and this 'Mr Parker' come in last night." She turned to him warily but he wasn't looking at her. "Guess my old age must really be getting to me, huh?"

He chuckled to himself as Gwen headed back up to her apartment. Inside, Peter was where she left him, on the phone to May. One hand was buried deep in his hair and he was gripping at it loosely.

"Yeah, yeah. Yes, I'm sure I feel okay, May. We don't need to waste money on seeing a doctor—" May's words remained incoherent to Gwen but got suddenly, wildly louder. Peter winced. "I didn't mean waste! I know I'm not..." He let her finish anyway. "So I'll see you soon? Okay. Okay, I love you."

When he hung up, Gwen said, "You want me to call you an Uber?"

"May's at home today. She's coming to fetch me." He coughed. "I tried calling Liz. She isn't picking up."

"I'm sorry, Pete," she said. "Your suit's in my room, by the way, but it's not looking great."

He heaved a sigh. "Thanks, Gwen. What did Happy want?"

With not a small bit of hesitation, she told him, and watched the emotional journey his face took. From nervous to shocked to even a little bit angry at moments, he finally landed on unexpected pleasure as she told him about their invite to meet up with Tony Stark.

"He wants to talk to us now? But why?"

"Probably something to do with the downed plane," she said flippantly. "But Peter? Just remember that..."

"Yeah?"

"Remember that you don't owe him anything," she said. "You saved his ass last night. I'm pretty sure that means he works for _you_ now."

Peter laughed, though it wasn't very funny, and the last of the retained tension drained from his shoulders.

"I'll keep that in mind." He met her eyes, looked ready to say one thing, but changed his mind at the last second. In the end, he simply said, "Thanks, Gwen. For... everything."

* * *

Her weekend was exceedingly uneventful, but she couldn't really complain. Visions of bloodstained rubble and burning beaches plagued her sleep so she stayed awake watching Netflix instead. Twice, Howard knocked on her door to ask her if she wanted his second, overly ambitious panini or some of the take out he ordered too much of. Maybe he was starting to develop a conscious. How exciting.

She deliberately kept her thoughts away from the suit stuffed into her wardrobe and didn't go out. She healed quickly, of course, and by Monday morning could think of no excuse against getting up and facing the music at school.

The atmosphere was stiff. For most, Homecoming passed without any kind of disturbance, but everyone knew that Peter Parker abandoned Liz Allan at the door, and she was still unreachable one weekend later. Gwen's own part in the events of that night were thankfully unknown but that made things no less awkward.

She was glad to stay under the raydar.

"How was your Homecoming, Ned?"

"I got suspended from the computer labs for watching porn," he told her.

Her smile froze. "Oh! Well..."

As his brain caught up with his mouth he blushed red. "Oh! Oh no, I didn't mean—I just said that to our teacher." She nodded slowly. "Uh, I kept your shoes! Here you go."

He gave them back to her in a paper bag, looking at her like he still couldn't believe it was true. She saw the print of a t-shirt he had stuffed in his backpack along with them. _Team Black White and Blue._ He must have wanted to declare his allegiance and changed his mind at the last second.

"Thanks, Ned."

Peter was there not long after, looking between them slightly miserably. He must have heard the whispers too. How could he avoid them? She wanted to ask if he'd had any more luck than the rest of their class in contacting Liz, but luckily could read a room well enough to know not to.  


Flash Thompson did not share this virtue.

"Hey _Penis!"_ Peter's eyes slipped shut. "What the hell did you do to Liz Allan? She was miles out of your league to begin with, and then you ditched her? What the fuck."

"Shut up, _Flash,"_ Ned sneered, but he wasn't to be disuaded.

"It's bad enough that you embarrassed her by appearing in public with her, but then you—"

"Ned just told you to shut up, Flash," Gwen snapped, whirling in her seat to face him. "Mind your own business."

His face was blank with shock for a second before it screwed up again with malice. _"You're_ defending him? I didn't think you'd bother, when he's been going around dating girls and having absolutely no idea how you feel—"

_"I said shut up,"_ she snapped, pushing to her feet. She ignored the gasps from the other occupants of the classroom that Flash's statement ellicited—and Cindy, who was looking anywhere but at them—and glared at him strongly enough to shut his mouth. The moment she retaliated with any force, he recoiled back. "God. No wonder Liz never gave you the time of day."

After that, Flash kept his silence, at least in front of her, but Gwen couldn't even enjoy it. She was too busy obsessing over what he so callously revealed to their entire classroom. Including Peter, who kept sending her subtle glances that she wouldn't have noticed were she not on a knife's edge herself.

Mr Harrington arrived quickly after that, and the day began. It wassed without anything else of note happening. Flash's statement about Gwen and Peter was lost in the general buzz about Liz's absence, and when the end of the day arrived and Gwen found herself again co-opted by Happy Hogan, she hardly batted an eye.

"Boss wants a medical scan done on Peter," he told her. "Are you coming?"

The Avengers compound was a couple of hours outside New York City. In the backseat of Happy's Mercedes again, she stared out of the window rather than face Peter, who between bouts of restless excitement and nervous fidgeting, kept shooting her probing glances. Was it asking too much for him to use so much energy on Stark that he forgot about what Flash declared to their entire class?

Feeling a blush rise up in her face, she stared out of the window with even more determination, until they rolled to a stop outside a pair of gates.

Peter sucked in a sharp breath. "We're at the Avengers compound."

She closed her eyes on their way up the driveway and thought about the gashes in Peter's skin from where Liz's dad picked him up. then about the moment she reached the collapsed warehouse, spattered with his blood. Lastly, about the words he muttered in his sleep when the ordeal was over.

"Help, Ben. 'm just a kid. 'm trapped. Help me."

The car stopped. The engine switched off. Gwen opened her eyes, ready for a fight.

She _dared_ Tony Stark to deny her it.

He was waiting for them on the compound steps, and came forward wearing a businessman's smile when he saw them.

"Spiderlings! Good to see you."

His showmanship was underlaid with a layer of nervous tension that seemed fit to match Peter's as he gave a cursory 'tour' of the facility on the way to wherever it was he was taking them. When she chanced a look at Peter, she was surprised; now he was actually faced with his idol, he seemed to embody a lot more calm than he showed in the car. Almost like the degree of heroworship was dialled back a bit.

They came to some kind of communal area which was so expensive she struggled on sight to identifiy the space's purpose. It was only on seeing a pile of pizza boxes that she realised they were in a kitchen.

"Oh hell yeah," Peter muttered. "Pizza."

Stark shot him an amused look but turned away again before either of them could try to meet his eyes through the aviator shades.

"I didn't know what to do with children, so I just had FRIDAY order a whole load of pizza," he said flippantly.  


"Thanks, grandpa!"

He turned a flat look on Gwen as Peter forced a laugh and tried to break the ice by talking about how totally fine he was after getting in a plane crash. These attempts fell flat and quickly, a painful silence fell.

Stark took a few moments to look like he wished he were anywhere else. Then he started talking. He talked for a while, all about what he wanted from them today and his plans for the future, and about how Peter really came through for him. At one point there was an analogy about impregnating a dog that made Gwen raise her eyebrows, but Stark was on a roll and they let him finish.

He was compensating for the disaster Friday night turned into.

"That's a lot of stuff you want to do, Mr Stark," Peter said, looking a bit faint, when the speech came to an end. Gwen hummed, low in her throat, in agreement.

"Well, gotta start somewhere, kid," he said. "There's a lot of stuff we can do together. With the kinds of things you can do? Definitely."

"Shame you couldn't have picked up on that a few months ago," she said.

"Gwen..."

He snapped, _"Hey,_ I'm here now, talking to you both, aren't I—"

_"No,_ you're talking _at_ us."

"—what more do you want from me?"

"You know what I think?" she asked. "I think you're throwing stuff at a wall until something sticks. You can't blast your way out of this, so you're panicking."

Peter, panicking also, cried, "Hey, pizza! Isn't pizza just—just _so much better_ than confrontation—"

Stark cut him off. "If you have a solution to the problem, Miss Stacy, then by all means present it to me."

"You want us wearing proper suits? Fine. Yeah. So do I. But we do not need five hundred types of webs combination. We do not need advanced AIs telling us about every little thing going on around us. Our instincts do the job better, and when we don't rely on them we get sloppy. You want _us_ to compromise? Well then you'd better be ready to compromise too."

Stark stared at her, and didn't try any more excuses. She could nearly hear the gears in his head turning. At last, he turned to Peter.

"Dr Helen Cho works with enhanced individuals all the time, Mr Parker. She knows about your capabilities. All I want is for her to confirm that you didn't sustain any invisible injuries on Friday, when..."

"When his girlfriend's dad dropped a concrete building on his head," Gwen supplied.

He gave a slight incline of his head. "Yeah. That."

Peter looked between them. "Uh, is that a good idea? I mean, it takes a lot to kill a spider, Mr Stark. I'm sure I don't need any scans."

"Oh, our equipment is perfectly safe."

"No, I meant, should I be leaving you two alone?" He looked at Gwen and added, pointedly, "Might Spider-Woman be arrested for killing Iron Man?"

"We're good, Pete," she said, perhaps a bit more gruffly than he wanted. She cleared her throat and tried again. "You won't miss out on anything while you're gone."

"Yep. We'll just be here, eating pizza."

Stark looked like he would rather be waterboarded again than say that sentence, but it convinced Peter to follow Happy down another corridor. With him gone, they sank into a silence which lasted a good five minutes. She ate the pizza Stark provided. She was hungry.

But when one pizza was done with, he heaved a sigh, whipped off his glasses, and stared at her.

"Okay, Miss Stacy, come on. Level with me."

"Level with you?" Where could she even _begin?_ "Well to start, Peter needs his suit back. He needs you to listen to him. We _both_ need that. When you call the FBI on a criminal you know he's been following, maybe drop him a line. _Communicate that_. Because this whole thing has been one massive _shitshow_ from the beginning."

"You don't have to tell me just how much I messed this up. Believe me, _I know."_ There was no bite in his tone, contrary to the nature of his speech. He just sounded tired. Bone-deep tired. "I know. And I have a plan in the works to stop anything like it ever happening to either of you again."

She hesitated. "Oh?"

"Nanosuits. Training," he said. "We'll make you into Avengers. You want an internship?"

It took a few moments for the question to sink in. "I already have an internship," she said when it did, sounding more agitated than she probably had any right to now he was trying so plainly to de-escalate things.

"So? It's _Oscorp._ Drop it. Stark Industries is better anyway."

"I can't do that! Nothing works like that!"

"It can, if you're officially one of the people Tony Stark owes a hell of a lot to."

"You don't—" She scuffed the floor with her shoe. "You don't owe me anything."

"Yeah? I think I do, for being the only person here who actually looked out for Peter."

"Barely."

Then he was frowning. "Not barely. I know that look of self-loathing, Miss Stacy. Lets not go there."

"There's no look of self-loathing," she said, crossing her arms and turning away so that he couldn't see it anymore.

But he was still looking at her keenly, and said, "You know, my girlfriend, Pepper, she had to put up with a lot of crap from me, even before I was Iron Man. But it wasn't until after that I started realising how much the things I did affected her. And all of a sudden, it was like I was blaming myself for everything that went wrong. Even the stuff I couldn't control."

"So how did you stop?" she asked, against her instincts to keep shutting him out.  


"Oh, I didn't! I still do it now. Can't help myself. But Pepper, she won't have it. Refuses to believe that everything is my fault. I have to admit, every once in a while, something she says gets through to me. And for a little while, I blame myself a little less."

Gwen said nothing despite the moment of silence he offered, choosing to let him wrap up his monologue.

"What happened to Peter is not your fault, Gwen. Don't go down the road of blaming yourself. The streets are paved with bottles of alcohol and you—you don't deserve that."

It was one of the most sincere things anyone had ever told her. By miles the most sincere thing _Tony Stark_ had ever said to her. Unable to formulate a reply, she nodded. A look of relief broke on his face and he shook himself, like he was trying to throw off the sentimentality.

"Speaking of Pepper, this is the mushiest crap I've spewed since the night I got black out drunk and asked her to be my forever secretary. She said yes," he added, as an afterthought. Then he smiled. "That was a good day. Although, it was also the first time I ever saw Rhodey naked, but I guess that was just the universe balancing itself out."

"The _first_ time?"

"Don't question our old man love," he said, frowning indignantly at her.

"So you admit that you're _old."_

"This is entrapment, and I do not care for it."

Gwen realised she was grinning and made herself stop. Stark wasn't off the hook yet.

"I'd like the three of us to work together from now on. It's what we should have done from the start, I know, but better late than never, right?" The sunglasses were back on and with them, the emotional walls he had built around himself.

"I think that would be a good idea," she said slowly.

Peter was back not long after, with the clean bill of health she expected of him. Tony was the only one at all surprised.

"What did I tell you, Mr Stark?" he said, with a sly look at Gwen. "Takes a lot to kill a spider."

**Notes for the Chapter:**

> So in the continued spirit of things going wrong for this fic, everything I wrote after this chapter has been deleted. In fact, my original version of this chapter was too, but I managed to restore a half-finished draft. I don't know yet if the work is retrievable but for now, I'll just say that the next chapter might take a couple of weeks rather than one. I've kept my schedule so far by having some parts pre-written, and those are gone now. Honestly, I'm just relieved that I managed to recover the draft of *this* chapter.


	16. Comfort You Can Feel

Liz Allan was officially withdrawn from Midtown one week after the night of Homecoming. She and her mom were moving away, putting New York and all its trappings behind them.

"She and my dad... kind of seperated quickly," she told Gwen as she cleared out her locker. Her bright nature and confidence were both muted, that old gray November morning, and Gwen wondered whether she knew fully about what her dad did to put them in this place. "It'll do us both good to be somewhere else."

"And have you, uh..."

"Talked about everything that happened with Peter?" Her expression took on a strange edge that Gwen, for half a second, feared would be hostile. But it wasn't. "We talked. He _did_ ditch me at Homecoming, but some things are just more important. Like family."

That last, tacked-on sentiment aside, Liz talked like she _knew_. Maybe she did. She was smart enough to make the connection between Peter and Spider-Man, given the added context of Homecoming night. Gwen didn't want to know whether she could pick Spider-Woman out of a crowd too.

"Well, we'll miss you," she said, wishing to herself that she was better at this side of the job. "I hope you're very happy, Liz."

She closed her locker with a small bang and levelled Gwen with a smile. "I will be, probably. At some point in the future. Life has a funny way of—"

"Jumping out from behind a bush and punching you in the face," she finished.

A small, subdued laugh accompanied Liz's agreement. "Right. I'll see you around, Gwen Stacy."

Then she was gone, and it felt a bit like being caught in a vacuum. There went the Vulture's daughter, heading out of their school for the last time. Peter earlier offered to walk with her, so she didn't have to make it alone, but apparently Liz's mom heard about the whole _ditched at the door_ debacle and he wasn't welcome near her, lest she try something.

In the wake of everything that happened, Midtown looked demonstrably different to how it had before. The school was sunk into a malais of sorts. The kind it normally only experienced in the final hours of the last day of a school year. Everyone was kind of spaced out.

Except for Miles Morales, who nearly bounded up to Gwen not long after with news.

"Guess what I did."

"You... got the world record for the most consecutive hours streaming Post Malone?"

 _"Pfft._ No. I wish it was that. No, listen," he said, not seeing her push down a smile. "I built a PC! With Ganke. A gaming PC."

"Oh, cool..."

"But I won't be using it for gaming." He exaggerated a wink. "Ya dig?"

"You don't need a super powerful PC to watch porn, Miles," she sighed.

He sputtered for a few seconds, then cried, _"No!_ I built it to _help out a friend."_ He winked again.

Gwen still wasn't getting it. "Are you talking about me?"

"Yes! My _God,_ woman."

"But I don't see how a PC will help."

Miles looked around, saw that they weren't alone, and leant in close, lowering his voice. "We can connect your new suit to it. Let me be your Barbara Gordon. The Oracle," he added at her lost expression. "She used to be Batgirl until the Joker broke her spine, and then she became the Oracle. Batman's eyes and ears. I'll do your PR, square up with J Jonah, it'll be great!"

He did seem incredibly excited at the prospect. And a small, but not insignificant, part of Gwen jumped up and down with childish excitement at the idea too.

"Miles," she said, "I think what you're saying is that you want to be my Guy In The Chair."

Peter's Guy In The Chair was beginning to get used to his knowing _both_ of the New York Spiders. What he couldn't get used to was _them_ knowing Tony Stark. When she took her seat in class it was what the boys were talking about. Ned, bless him, couldn't stop running his mouth on the subject but Peter, under the scrutiny of his classmates after Liz's departure, clearly didn't have his heart in the talk.

"Uh huh... Yuh... Totally, man."

Ned was asking so many questions, and at such a speed, that he didn't seem to notice Peter wasn't actually answering. Feeling bad for him—he was going full-tilt on the Bambi eyes—she intervened at the nearest opportunity.

"So like, what's his plan? You said he wants to help you guys. By doing what? Are you going to the compound again?" The _will you take me_ was unsaid but implicit. She chose to ignore it.

"Sometimes," Gwen said. Their attentions both snapped to her. "We have direct lines to Mr Stark now, but only so long as we don't go crazy," she added when Ned's eyes lit up. "Pete's got his internship but we'll have proper meetings once a month."

She had insisted on those.

"I need to make sure Peter's telling you if there's something wrong with his suit," she said on that day at the compound. "He's so starstruck that even if some wire in his suit came loose and started shocking him, he wouldn't say anything."

_"Hey!"_

"Not until he looked like Marv from Home Alone." She could see it in her mind's eye; hair all standing on end, smoking at the tips, and still trying to insist that nothing was wrong. "You're too polite, Pete," she told him, speaking over his protests. "You're not even milking this Vulture crap for all it's worth. Trust me, it's the biggest _I told you so_ the world ever saw."

"She's right, kid," Stark said. "You're _way_ too nice. You're, like, puppy nice. It freaks me out."

"Yeah, well, he was raised right," she grumbled, crossing her arms and looking away. They might have bridged a gap, but she wasn't joining the Iron Man fanclub yet.

The rest of that day was a bit of a blur, looking back. Stark had a lot of plans which he didn't go into the full details of. He threw around talk of nano suits, new AIs, the place of the New York Spiders on the superhero world stage. That got Peter's attention.

"What does that mean?"

"Well, you know," he said, shrugging his shoulders, "you two could be the future. Who knows? I won't be Iron Man when I'm eighty, but the world will still need heroes."

"You want us to be Avengers?" he breathed.

"Slow your roll, kid. Yeah, I'm thinking it'd be a good plan. In the future. I'm still recovering emotionally from the warehouse-dropped-on-head business. Call me back in a week."

Peter was holding onto that _week_ remark but pretending to her that he wasn't. Even after all that had happened, Tony Stark remained his childhood idol, and he couldn't fully let go of that image even when he tried. It irritated Gwen, to see him flare up with excitement at the thought of spending time with a man who so neglected him. But whenever Ned joined in, she managed to see the excitement for what it was, and she felt bad for getting annoyed.

It wasn't Peter she was angry with, and her ill will towards Tony Stark wouldn't disappear overnight, so she needed to work on keeping her face blank. It wasn't one of her strong suits.

"Something wrong, Gwen?"

She realised with a start that she was glaring at the wall. Peter looked concerned; Ned, frightened.

Gwen coughed, and smiled wide, which seemed only to deepen Ned's fear. "I'm fine! Everything's fine. Nothing is... _wrong."_

"Are you thinking about Mr Stark again?" He had the gall to look _disappointed_.

That shot indignance up her spine and she said, "What? No!"

"Gwen, if I got over what happened, you can too!" He said it encouragingly enough, at least.

 _"Peter_. Are you sure you're actually over it?"

He didn't answer immediately. His eyes flickered in their sockets and his smile took on a nervous edge. Ned's fear was turned on his friend.

"Are you okay, Peter?"

"Wha—Yeah, I'm fine!" He was laughing in a way that suggested to Gwen that he was, in fact, not. "Seriously! Why are you guys looking at me like that?"

"Sorry, Peter, I just—I mean, Gwen's kind of right. What happened was _a lot_. Are you sure you're over it?"

Mr Harrington had just walked in and was trying to call for order, which meant they still had another couple of minutes before everyone else shut up.

"I'm just worried that you aren't... dealing with what happened," she said. "Have you tried talking to May?"

She could tell that he still held back when he was talking to her, even during their late night phonecalls, when he was lying in bed, sweat-soaked after a nightmare involving flaming planes, and just calling to hear her talk. But if he was communicating with his aunt...

"What am I supposed to tell her?" he asked, with a depreciating smile. _"Hey May, my radioactive blood got me into a fight with Iron Man, his chauffeur, and a guy in a flying vulture suit. Which hospital pamphlet should I read first?_ She'd flip her shit."

"You can talk to her without telling her everything."

"Or you can talk to us!" Ned said, beaming.

Peter's returning smile was weak, and class was finally called to session as Mr Harrington managed to wrestle control of his students away from Flash. She was worried about him, still, but it wasn't all bad. Having each other to lean on (even if Peter didn't divulge the depths of his feelings to her) was more than she ever hoped for before.

If, while she was out on patrol that night, Peter needed to talk to her, the suit would patch him through. It was even kind of nice, to have an occassional companion, especially when the streets could be so dark. If Miles' plan worked out as he was hoping it would, she would have two companions.

"Just think about it Peter. Please?" she said under her breath. Though he didn't answer her, she hoped he took what she said to heart.

There was comfort in the mundanity of their talks. In returning to old routines, and to old friends.

* * *

Setting foot back in Oscorp's intern labs, Gwen was struck by how greatly her world had recently been shaken up. Plane crashes and alien arms deals, and the labs were just the same as they ever were. Though she knew he was never in the intern labs unless he was visiting her, she kept expecting Harry to appear, to confront her. It didn't happen. But she was reminded of what the breakdown in their relationship cost her when Doctor Connors arrived.

"It's good to see you again, Miss Stacy," she said, slipping on her lab coat. Her eyebrows were raised, her tone ironic. "It's been a couple of weeks, hasn't it?"

She bit down on her bottom lip to stop herself from visibly grimacing. "Yeah, I'm sorry, Doctor Connors. I was just—Life happened?"

"It happens to all of us." Then her expression cracked, became softer. "I'll write those two missed sessions off, so long as there aren't any more, at least unannounced, in the future. Okay?"

She nodded. "Perfect. Thanks—Thank you."

Doctor Connors hummed, still appraising her for a few seconds before she got on with the business at hand.

"Okay, scientists. We're studying a very particular type of genome today. JooHyun, did you do the reading I recommended? You want to start us off?"

Gwen got her head down and determined to work for the next couple of hours, to set her reputation with Doctor Connors straight. She hadn't meant to miss a single session, but the deluge of problems that rose up when she followed Spider-Man back to his home on the night of the ban robbery drowned her completely. Spider-Woman had never worked so hard, and the rest of Gwen's life got forgotten for a solid month or so. It was a miracle, honestly, that she didn't forget more.

So Gwen, at Oscorp again, got stuck into her work. But it was difficult to concentrate when she still half-expected Harry to walk through the doors of the intern lab at any second, smiling at her, attempting to win her over. Every stray noise that echoed through the room prompted a primal fear response in her, and she tensed up, eyes shooting around madly.

Harry never did appear, thank God, but the fear that he would was rooted deeply. A small but steady flow of employees went past the door throughout their session and she kept thinking she was seeing someone with a head of auburn hair amongst them, and had to stop herself from leaping to her feet.

"Everything okay, Gwen? You seem tense."

She looked up; Doctor Connors was standing over her work station. She was frowning at Gwen, head tilted to the side. What could she say? Going into her relationship woes sounded mortifying and it was even less viable that she find a suitable metaphor for Spider-Woman through which she could safely discuss what was going on.

"Fine, Doctor Connors. I just—I had a bad few weeks."

At first, she didn't say anything. "I... know that your relationship with Mr Osborn ended, not long ago," she started, falteringly. Gwen tried not to cringe. "He won't be coming by here, if that's something that you're worried about, but if you're not ready to be back here, I can speak to your school and grant you more time off." She looked like she was hoping Gwen would decline.  


"No, that's not—You don't need to do that," she said. "I need to get myself back on track."

But it was easier said than done. With all the spider-drama done she had the space again to think about what she lost. Life with Harry in the picture felt blissfully easy, and looking back on it was like looking back on a different lifetime completely. Not passionate, not exciting, but comfortable. She'd felt settled. Now everything was back up in the air.

As if to reinforce the change, when her phone went off and she snuck a glance, she saw it was Peter, not Harry, disrupting her troubled mindscape.

_mr stark gave me my suit back!!_

_Okay, now don't be a dumbo and lose it again_

He replied with a salute emoji followed by a spider. Come leaving time, she dragged her tired self out into the sharp, cold night, and was met on a street corner by Spider-Man, who sprang down to street level and began to walk with her.

"Almost got immediately caught by Aunt May," he told her. She full-body sighed. "I had the suit _in my hands_. If I hadn't been messaging you she probably would have walked in on me wearing it."

"Nice going, _Spidey."_

"Thank you."

He snuck a sideways glance at her. She could sense the sudden rush of mischief a mile off. Or was it barely repressed energy itching to spill out? Remembering, with mortification, how Flash blabbed about Gwen's crush on him in front of their entire class, this worried her. Everyone was polite enough not to bring it up, at least to her face, but if Peter asked for answers she could hardly deny him them, when the rumour involved him.

 _Cindy had to have been the one to tell Flash,_ she thought. _No one else could have known._

Then what he said next at once made her deflate with relief, and fill up with an odd sense of disappointment.

"You feel like getting home faster?"

Gwen smiled. "Faster how?"

"I dunno," he said, feigning a casual tone. "I mean, here I am with my suit, and the webs, and the strenth of ten guys put together, and I just feel like we could be making this journey _way_ more interesting." And he flashed his wrists in her face. "I need to celebrate my new-found freedom!"

"Are you saying you want to carry me home, Iron Man Junior?"

"Don't call me that." Then he lost the edge to his voice and he reverted to the idiot she knew. "C'mon, it'll be fun!"

And she had to admit, it was. It _was_ fun to soar through the night without being the one in control, the one who needed to stay zoned in to avoid mid-air collisions with birds—or the occassional drone. Those were getting more and more frequent as months passed. If she saw another Spider-Woman Fail on Twitter because she crashed into one of those things, she was going to lose it.

She and Spidey drew attention from below, naturally. Hopefully no one managed to catch her face. People called up to Spider-Man, asking him to take a selfie or sign their baby with a Sharpie. She felt Peter laughing when one woman picked her dog up and held it out, asking for Spider-Man to bless them.  


Touching down in Brooklyn some time later, they stopped off for pizza, and interrupted an attempted bike theft, on the short remaining walk to her building. She kept catching Spider-Man's lenses watching her, but he always looked away sharpish. Unnerved by the action, Gwen didn't ask him what was wrong. She had a feeling that she already knew the answer, and she wasn't ready to confront it yet.

They parted ways outside her building, Spider-Man thwipping away quickly when Stan, holding the door for her, sent him a searching look.

 _"Bye, Spidey!"_ she called, grinning. "Thanks, Stan."

"It's no problem, Miss Stacy. Can't be leaving you on your own with strange superheroes."

Spider-Man, she supposed as she headed to her floor, was possibly the strangest of all superheroes. Which by proxy meant she was as well. They were one in the same.

The apartment was weirdly full when she arrived. Her brothers were in their rooms, her mom running herself a hot bath, her dad watching TV. He looked over at her when she closed the front door.

"Hey, Gwennie."

"Do we have a housefull tonight or did I inhale the Oscorp fumes too hard?" she asked, unbottoning her coat and hanging it up next to the others by the door. "It's not even Christmas."

"Aren't we a surprising clan, us Stacy's?"

"What are you watching?"

She flopped down beside him and curled up, wrapping her arms around her knees. On screen, Gordon Ramsey was yelling at a restaurant owner.

"Good day?" he asked.

She hummed. "Tired."

He chuckled and didn't ask her any further questions. Though she tried to concentrate on Kitchen Nightmares, her mind kept shooting back to her own bullshit. New York wouldn't fall into disrepair if she missed her first patrol of the nightm but she was tired enough that if she let herself skip one, she would be asleep before she could think about the second. There were a couple of hours before she needed to head out anyway.

Relaxing back into the cushions, she mindlessly watched some TV. The Great American Passtime.

When Kitchen Nightmares went on break, though, her dad changed the channel; he switched to the news. They were running a segment on Homecoming night. They were talking about the New York Spiders. Gwen tensed up. Her dad noticed quickly.

"You okay, Gwennie?"

"Yeah, I just—" Her voice cracked. "The guy who hijacked the plane, his daughter was kind of my friend. She's had to leave Midtown."

"People never think about how their actions will affect their loved ones," he said.

Footage of the burning plane was being shown, and looking at it, Gwen couldn't agree. From everything Peter told her during their recent late night talks, Toomes had thought of little else but Liz when he became Vulture, except perhaps Tony Stark. All the evil he committed had been in Liz's name. She wondered how Liz coped with that knowledge. How she would cope if it were her. The whole situation was incredibly messed up.

"He was going to sell the Stark tech off to whoever wanted it," she said, and he hummed in acknowledgement. "It's a good thing the Spiders stopped him." No response. She chanced a glance at her dad but his expression was blank. Professionally so. "You're still not a fan?"

She didn't know why she cared so much. Maybe she just wanted his approval. But it didn't look like she was going to get it.

A small pause. "I'm not," he said, careful to keep his tone light.

"But Spider-Man saved Tony Stark's plane. If it got away, loads of alien equipment would have landed in the hands of criminals! Do you just not like superheroes in general or something?"

"Do you really want to know?"

"Dad—"

"I've had a long day, Gwen," he said. "I don't want to talk about _them_ at the end of it."

Her ego stinging from the way he said _them,_ she muttered, "You never want to talk," and left for her bedroom. As she closed the door she heard him sigh, long and deep, but he never went after her. He clearly wasn't interested.

At nine o'clock she pushed through her tiredness and put on the Stark suit. There was a world of people outside her window who needed Spider-Woman's help and if Gwen was being honest with herself, she kind of needed them in the moment, too.  


Standing at the peak of the Empire State Building an hour later, looking out over the light and buzz of the city, when the sting of her father's unwitting rejection was duller but not gone completely, she got an incoming call. Peter's voice filled her head moments later, and beginning to smile, she was reminded again that the world seemed a much less painful place when she wasn't facing it alone.  


"Having a good patrol, Spider-Man?" she asked, grinning. She squinted out across the city, as if she might spot a blue and red figure flinging himself around if she only looked hard enough. "Helped any grannies across the street yet?"  


More like flexed his regained freedom, by the sounds of it. "Feel like meeting up? I bet my entire Star Wars collection I can beat you to the Statue of Liberty."

"You're on, Spidey!" she said. "And if I win, that collection's going on _eBay."_

* * *

In the subterratean laboratories of Oscorp Industries, a top secret super soldier formula was being created. Captain America, Norman Osborn was certain, could be recreated. That was his personal, pet project, what he sank all of his time into these days. He didn't notice for days when Harry's girlfriend stopped appearing at their apartment, or when another girl with red hair appeared in her place. He didn't notice when _she_ disappeared either. Harry was nearly a grown man; evidently not his concern.

All that mattered to Norman Osborn was his super soldier formula. It would catapult his business back into the stratosphere, if only his scientists could get it _right_.

The two spider people scurrying around New York, getting friendly with Tony Stark and teaching kids to look both ways before crossing roads, were also his. There was no way that two of Oscorp's home-grown super spiders vanishing before they appeared was a coincidence. Of that, he was also completely convinced.

To Harry Osborn himself, none of it mattered. He didn't care how badly his father wanted to unmask the New York Spiders. He didn't care how many years went into developing Oscorp's super soldier formula, how much money.

All that mattered to Harry was that Norman poured his entire life's energy into his project. And so Harry wanted to see it burn.


	17. The Sun Will Melt What It Can Touch

Cindy continued to stay far out of Gwen's way. Whether it was fuelled entirely by her continuing resentment, or whether there wasn't some small degree of shame for telling Flash about Gwen's crush, their estrangement continued. Her drums gathered dust. At one point, frustrated by her own stagnation, she tried practicing solo, but was overcome by feelings of loss, and her strength got the better of her. Two sets of wooden drum sticks, snapped in half, sat in her waste paper bin.

No, Cindy was not in the mood to forgive and forget, but Mary Jane and Glory weren't so determined to freeze Gwen out. When she asked them to meet up with her, they agreed.

"So, how's it going with you?" Glory asked. Mary Jane was staring down at the table between them, letting droplets of Coke fall from her straw onto the paper tube that it came from. "It's been a while."

"Fine," Gwen said, picking at her sad-looking veggie burger. "Y'know, busy."

"Sure. Guess you've had a lot going on."

Glory sipped at a strawberry milkshake, looking Gwen over with non-judgemental eyes. She wondered how it was for her to be in this situation, having come into the band only a few months ago, and now watching it seem to fall apart. The lack of judgement was a relief though. It felt these days like everyone had an opinion on Gwen, or expectations for her.

"How's the band?" she asked.

"It's fine too."

MJ looked up suddenly and said, "Cindy kind of took it over, after, well—"

"After you kicked me out?"

She winced a bit, looking back at the straw tube. "But she's kind of flaking on us at the moment, too."

"But it's fine when _she_ goes it," Glory muttered, sardonically.

MJ elbowed her. "Cindy's under a lot of pressure. She's doing this thing to supplement her Harvard and Yale applications."

"It's funny, is all," Glory said. "I thought it was _your_ band."

Gwen felt suddenly like she dropped in the middle of an old married couple's argument. They were in the middle of McDonalds, and at risk of drawing attention from nosy listeners-in. Not that either MJ or Glory noticed. She resisted the temptation to sink into her seat.

"You know as well as I do what Cindy's like. When she wants something, she gets it. Right, Gwen?" MJ looked to her for support, and she couldn't help but give it. "See? You can stand up to anyone, Glory. You don't know how hard it can be for me to stand up to someone like her."

Glory deflated. "Shit. MJ, I didn't think—I'm not trying to say that you're—I didn't mean _that."_

"I know." MJ breathed out slowly. "I'm just gonna head to the bathroom. Won't be long." Once she was gone, Glory closed her eyes, looking mad with herself. Gwen lasted a whole ten seconds before she started to snoop.

"What was that?"

"Oh, you know, MJ's dad—" Glory huffed an aggrivated sigh. "He's kind of a bastard. I think MJ thought I was calling her weak, which she's _not,"_ she added sharply. "It's just that sometimes MJ caves in to forceful people, as like, a defense thing."

Her stomach had dropped. "I never knew."

"She doesn't talk about it, but didn't you ever wonder why we never practiced at MJ's house?"

"I just always assumed we used Cindy's place because she twisted MJ's arm about it."

Glory shook her head; her curls bounced around her face. "Her dad's a fucker. That's all there is to it."

When MJ came back they quietened down, not wanting her to know what they had been saying, and the rest of their meeting passed unremarkably. MJ and Glory told her not to be a stranger, but she didn't know whether she could even control that. With Spider-Woman in her life, any responsibilities that she wasn't bound to were likely to fall by the wayside.

But Gwen told them that she'd see them soon, and hoped she wouldn't live to regret making a promise she couldn't keep.

Later that night, she was still thinking about MJ's dad. She went out in Spider-Woman's suit and patrolled Brooklyn as usual. Not much seemed to be happening, and after an hour with little to do, she found her feet were leading her towards the Watson's small house on New York's outskirts. As she came upon the place, the sounds of shouting began to reach her.

Usually, her sensitive hearing was a blessing. Right then it was less so. Mr Watson's was harsh voice as he berated someone, using words too cruel, too comfortably, to have come from a place of one-off anger. But when, blood beginning to boil, she crept closer to the house, she saw MJ locked up in her room with her headphones on. Whoever he was yelling at, it wasn't her. It was a small relief, and some of the tension left her.

She considered tapping on the window, letting her know that as Friendly Neighbourhood Spider-Woman, if MJ needed any help she would try to provide it.

But then MJ was taking off her headphones, putting her phone to her ear. A smile split her face, and Gwen backed off. Then something trickled down her spine. A feeling. A slight disturbance of her spider senses. Like she was being watched by somebody. There was no one around when she checked, which didn't lessen the feeling at all. With MJ deep in conversation, she decided there was little help she could provide there that night, bar breaking down the front door and going to town on Mr Watson's facial structure. The want to rid herself of this sudden, awful feeling was overriding everything else.

Knowing that such an action would likely do little to help, she peeled herself away from MJ's room and fled, hoping to shake it off. But as the night went on and she made her way back into the heart of the city, the feeling of being watched persisted.

In fact, it never really left, and lasted well into the next night, while she was sitting at her station in the Oscorp intern labs.

She passed the hours quietly, just getting on with her work until the alarm on Doctor Connors' phone went off to break them all out of their scientific stupours. She kept her head down, packing away her things and heading for the door, all the while telling herself that it was silly to think she was being watched by anyone.

"Oh, Gwen?" Jumping, she whirled around. Doctor Connors was looking at her, visibly surprised at how Gwen startled. "Sorry. Before you left, I wanted a word."

She stalled, heart hammering. "Sure. What's up?"

Doctor Connors bit her lip, seeming to mull something over. At last, she moved in closer to Gwen, and started talking. Apparently Harry was hanging around the halls again in recent days and weeks. No one asked him what he wanted, so Doctor Connors couldn't guess at why, but she didn't want Gwen to be caught off-guard if she happened to come across him at some point.

"I know it was hard for you to come back here after you two broke up."

Harry hated Oscorp, with all his heart. He only ever wandered the halls before because he was hoping to see her. That wasn't Gwen being big-headed, he outright said it. Oscorp was the manifestation of all his childhood daddy issues, so what was he doing skulking it's halls now?

"Thanks," she said, when she realised that Doctor Connors was waiting for some kind of response, and Gwen was just gaping at her like a fish. "That's good to know."

"Look after yourself, Miss Stacy. I'd hate for anything to happen to you." Then Doctor Connors waved her off, with a smile and a fond, "Good night."

On her way out, she passed a few employees in the halls, but none of them paid her any mind. Their voices were low, discussions hushed or non-existent. Was it her imagination, or was there a definite creepiness around Oscorp in recent days? Not a usual sort of creepiness, but the sort she had only experienced before in the lab levels of Resident Evil games. Sterile, shady corporations might all feel the same way. Gwen had spent time around Norman Osborn during her time with Harry. She sensed the kinds of things he was capable of. Her spider sense never rang, but it tingled.

Things moved in the scant shadows of Oscorp, of that she was certain.

* * *

The nurse's office at Midtown was fairly crammed with the four of them, plus Nurse Jacobs. Gwen and Michelle were watching on with concern, as Peter held an ice pack to the crown of Ned's head. He was alternating between gazing, slightless, at the wall opposite the medical bed on which he sat, and closing his eyes, rocking side to side to the tune of a song only he could hear.

Peter stilled him for the third time in the last ten minutes, and glanced at Gwen, his expression pinched.

"I'm gonna kill Flash the next time I see him," he swore.

Ned hummed. "No kill, only love."

"Flash'll get what's coming to him," Gwen said, nudging Michelle, who was a bit too amused by Ned's dazed declaration. Flash, losing his temper during Gym over who-knew-what, threw one of the smaller dumbells across the room and took nearly Ned out.

"He was trying to hit me!" Peter went on. "God, what I wouldn't give to be able to hit him back, just once."

"So why don't you?" Michelle asked.

Peter blinked. "Uh—"

"Because Pete isn't as lucky as Flash," Gwen said quickly. "If the zero tolerance policy comes down on him, May couldn't just pay off the school. It'd go on his permanent record." She didn't dare look at Michelle to see if she bought the excuse. Peter, however, latched onto it with fervour, and then changed the subject as quickly as possible.

"We'll have to take off soon," he said, and Gwen froze. "We're going upstate tonight. Mr Stark." Ned perked up at that, eyes sliding dumbly open; the concussion gleamed in his gaze.

 _"We?"_ Michelle repeated.

"He—I—Mr Stark wants to—" Gwen was fumbling for excuses, and Peter, having realised his slip, looked on in horror. "I have this project going on, that Peter told him about. He was interested in seeing it, so I'm going upstate with Peter tonight."

"That's cool," Michelle said after a miniscule pause. "I can stay with Leeds until his mom arrives. And Nurse Jacob is here, so if he experiences any more adverse effects from Flash's temper tantrum, he won't be on his own."

Peter nodded, deflating with relief. "Still. We've got time."

"You're gon' see M'sr St'rk?" Ned mumbled.

"That's right, man," Peter said. "Friday, remember? Got lots do at the compound."

"Lots meaning...?"

Michelle's tone made Gwen sweat a bit, but Peter didn't handle it as badly as usual. "Intern stuff," he said. "And Gwen's project, she's got this uh, medical fluid stuff she's been working on? Like, flexible bandaging, right?"

"Right," she agreed. "The flexi-band. We had a pre-meeting meeting over it a couple weeks back. Mr Stark actually thinks our design could be worth a lot of money, if we decide to patent," she added, for flavour. "Miles is all for it, a get rich quick scheme, and all."

Michelle raised her eyebrows, lower lip thrust out. "Wow. Lets get married, Stacy."

"Yeah, Gwen, have I mentioned recently how attractive you are?" Peter asked, clearly joking and with no comprehension of what it did to her.

Ignoring how her heart stuttered, she said, "No, but you can never start too late."

"You told me you thought she was cute." Everyone stilled. Gwen stared at Peter. Peter stared at Ned, his lips pressed into a very thin line. Ned seemed not to notice what he said that was wrong.

"No, I didn't," Peter said, his voice gone very weird.

"Yeah, you did, because I remember you told me not to say anything in front of Gwen."

The staring continued. Michelle sighed and left the room. Gwen felt like she was falling fron atop the Empire State Building, without the security net. Ned, his eyes still clouded from Flash's attack, was oblivious.

Peter, mortified, cleared his throat and got jerkily to his feet. Gwen didn't look at him, until his hand hovered over her shoulder, and finally came to ghost over it.

"Uh, we probably should go... Happy will be waiting for us. You know how he gets."

He made a sound like an aborted laugh, then bolted for the doors without saying goodbye to his dazed friend. Nurse Jacob watched him go with a flat expression, then looked at Gwen.

"I'll just... leave Ned with you."

She tried a smile which wasn't returned, then patted Ned on the shoulder and ran after Peter, who was already gone from sight. Michelle was on her phone, stood by the door, and she gave Gwen a distracted half-smile as she left.

The car ride was painful. Peter rambled on to Happy from the second they pulled away from the curb, endlessly, about anything he could think of. Happy looked desperate for reprieve but didn't want to tell him to shut up, after all that went down between them during the first months of their knowing each other.

Gwen would have liked to interrupt him herself—his determination not to linger on Ned's concussed confession was a little bit insulting—but she was too stunned to do so. Every time she tried to concentrate on it, to really think about what it could mean for her and Peter, something stopped her. Like an invisible wall in her mind, letting her know the thoughts were there but she couldn't get access to them.

Did she even want them to talk about it? Resisting the urge to slap her hand over her eyes, she slumped back in the car seat and watched the light fade in Happy's eyes as Peter went on and on and on.

With half an hour to go on their journey upstate, he finally lost the will to live and said, "Pete, buddy, is everything, uh, okay?"

 _"Buddy?"_ Gwen snorted, and he shot her a look telling her to _zip it,_ as Peter, Bambi-eyed said that everything was _fine, Happy, why do you ask?_

"You just seem restless," he said, showing great restraint.

"Oh. Well... I'm okay, Hap."

"Uh huh." Now that Peter's endless stream of consciousness had been brought to a halt, his voice was gaining an edge. "You'd better be, kid. Tony'll kill me if he thinks I'm not keeping proper watch over you now."

"He's just mad that Flash Thompson beamed Ned in the head with a dumbell earlier," Gwen said. She wasn't quite sure why she was leaping in to defend so eagerly. Maybe she really wasn't ready talk about _the thing_ between them.

"He was aiming for me, Gwen," Peter snapped, turning to look at her for the first time in over an hour. "Ned got hurt because of me."

 _"Oh,_ he did _not,_ _Mr Martyr —"_

"Woah woah, hold the phone." Happy was looking between them in the rearview mirror. "Some brat threw a dumbell at you, Parker?"

Floundering to begin with, he managed to say, "No. No! Everything—Everything's fine, Happy. Gwen was just, uh, _being annoying."_ He pulled a face at her and she pulled one right back.

Happy was not convinced of this claim, a suspicious look staying on his face for the rest of the ride upstate. There was one perk though. Peter kept his mouth shut the enture time. Up the driveway, rolling gently to a stop, Happy shut off the car's engine and one last time, turned to Peter.

"Listen, kid." He stopped and started a few times after that, and finally managed to get out, "Look, I know I haven't had the best track record with you guys, but if—if you ever need any help—If anyone's giving you trouble, even just at school, I'd try to help."

Peter looked like he wanted to sink through the floor, and it was Gwen who thanked him, smiling through the awkwardness. They knew the way to Stark's lab by now, and went along in silence.

"Ah, spiderlings," he said, glancing up at them from the pile of wires he was elbow deep in when they walked in. "Got any fresh headaches for me? Please, it's been a while. Actually, at least since Mr Parker was here last Friday."

"That'll do it," Gwen said, swinging her backpack into "their" workstation and opening it. "Thanks for the adjustments you made to my lenses. It's a lot easier to work when I'm not distracted with crap popping up all over the heads up display."

"You don't need an AI telling you whether a dog's a retriever or a labrador," he said, shrugging carelessly. "I get it. And what about you, Mr Parker? How's the suit holding up? Lost any more backpacks in the last week?"

"Oh, the suit's fantastic, Mr Stark. Really, so great."

He dove straight into an enthusastic recital of his last week of patrol, and even though Gwen knew he told Mr Stark all of what he said in voicemails; even though he pretended to listen grudgingly, she could see that Mr Stark was happy to listen. Almost like it was proof Peter was alive and well. She wondered whether he still lingered on the plane crash.

He was growing fond of them, she suspected.

While Peter and Mr Stark talked, Gwen plugged her suit into the mainframe, wondering whether Miles was ready to enact what he was now calling his Oracle Protocol, and clicked through all the relevant files. She was checking for wiring come loose, miniscule tears in the fabric that she might have picked up since the last time she was at the compound—while Peter was there every week, she was not—and had to make the best use of her time that she could. Suit maintenance was vital. Even though there was never anything really wrong with it.

After a while, their conversation began to reach her ears.

"And you're staying on top of your school work? Keeping your grades up? I'm sure Aunt Hottie would have a few things to say if she thought your internship was getting in the way of all that crap. Even though you're better than that school, anyway."

Gwen looked up, forgetting her suit as she watched Peter and Mr Stark, looking over his. He was speaking in a low tone meant not to disturb Gwen, not that it stopped her from hearing anything. Peter was nodding along, mumbling his answers because he was concentrating so hard on the screen.

"How's that going, anyway?"

"Uh... What's _that,_ Mr Stark?"

"Y'know. School and shit. Stuff, I mean."

"School's school. There's not a lot to say."

"Uh huh."

Retreating back into his shell, Mr Stark straightened up and brushed his hands, as if ridding himself of the sentiment he was at risk of unleashing on his place of science. Ask too many questions, and he may be forced ahead of time to admit he cared for Peter. It was better than their situation from before, she thought, and he was trying. Already leagues ahead of himself from before the plane crash.

Mr Stark checked himself over, and headed Gwen's way.

"Miss Stacy, it's been a while. The suit's okay?"

"No problems I can see," she said, glancing down again at the stats on the screen. "Everything seems great."

"You want to talk about your prototype?" he asked, a bit too eagerly. He must have been thinking about them since she and Peter arrived. "Did you bring it?"

She pulled the webshooters, which seemed so much more bulky now than they did before, from her bag.

"I got them back from Miles yesterday."

He didn't answer, snatching one of the webshooters up quickly and examining them with keen eyes. It took days and days of irritatingly tiny adjustments to the mechanisms, but she and Miles were both now confident that they had found the perfect carbon filter balance. It just took an eye-watering number of wasted filters, cut up into smaller and smaller pieces, on the way to find that out.

"Beautiful," he breathed, holding the webshooter up to the light. "These things really don't require fluid?"

"None. That was the point. They harness moisture in the air."

"No chance of running dry, I guess." He placed it back on the lab station and picked up the other, giving it the same examination. "That happened to you?"

She glanced at Peter from the corner of her eye. He had gone still, not hiding the fact that he was now listening in, shoulders held tense.

"Yeah," she said. "When we were fighting. I wouldn't stop being Spider-Woman, and I wouldn't go to him for help, either."

"Ah yes, the famous New York Spider split. Necessity _does_ breed invention." He placed the second webshooter down carefully. The pair were sat neatly next to each other. "These don't need any technical alterations from me. Really. They're—They're fantastic, frankly." She tried not to look too pleased. "But they could stand to be slimmed down. Quite a bit in fact. Could you see these things fitting in your current suits?"

She couldn't. It was strange to think that not very long ago, she depended so completely on them, when they looked so outdated. Peter was looking at her now, an unreadable expression on his face.

"Miss Stacy?"

She felt blood rise to her own.

"Gwen? _Gwendolyn."_ She jumped; Mr Stark was staring at her. "Are you actually zoning out on me? Really? What, mooning over your little boyfriend is more important than science?"

"He is _not_ my boyfriend!" she snapped, getting redder in the face.

"Parker?" He twisted to look at Peter. "Spider-girlfriend is barking at me."

"She's not my girlfriend, Mr Stark!" _"We are not together."_

Gwen scowled at him; Stark's eyes rolled heavenward; Peter stared with great determination at the ground. Then for a few seconds, none of them spoke. Stark was the first to do so.

"Okay, Disney Channel Originals, enough. If we've covered all your bases, Miss Stacy, then I should be letting you both go." He looked between them with an expectant expression, and Gwen had to concede that there was nothing else for her to bug him over. "Hap'll drive you into the city. Be careful out there, spiderlings."

Gwen wanted to say that she was always careful, and she didn't think it was fair that Peter's danger-magnetism should sully her own spotless reputation, Spider-Woman's good name.

Then she went on patrol again, later that night, and the feeling that she was being watched hit her like a bolt first as she checked in with Quinta at the tattoo parlour, then again as she crouched above a bodega.

Mask pushed just high enough to free her mouth; she nibbled a fresh corndog, but dropped it to the wet rooftop, unthinking, when the feeling struck her again. She shoved her mask back into place, corndog forgotten, and sprang for the high rises. Whoever was there needed to be led away from civili—

Pain exploded up her side as someone crashed into her, dragging her wildly off course. The strand of web she was propelling herself upwards with snapped in two and the attacker sent her careening into a brick wall. Before she could get her bearings, she was snatched up again.  She heard the whir of a motor as they sailed upwards at a speed.

Then Gwen's senses snapped back into place all at once, and she started fighting back. She punched and was punched, kicked, twisted, scrabbled for a throat to crush in her hands. Found none.  They were still sailing upwards and she caught sight of a flat-topped skyscraper, webbed herself to it; was torn from her attacker's grip; went crashing to the gritty rooftop.

Stumbling to her feet, her vision adjusted and she saw her attacker as they dove after her. They were decked out all in green, riding a hover board. Gwen's lips twisted in a snarl as her anger hit her all at once, and she dropped into a battle-ready stance.

She and the green-garbed figure clashed properly, as the wind roared and the city below moved unaware of what went on above. They were strong, whovever they were, and when they struck out at her, even with her might, she struggled to stay on her feet.

Another punch sent her flying back against the roof, skidding across until she came to a stop, hitting the wall full force.  


Dazed beyond her own comprehension, she stared up at the night sky, starless except for the stars dotting her vision, until the figure swam overhead.  They wore a mask, metal and gleaming green, and she hadn't a hope of knowing who was behind it.

_"I know you, Spider-Woman,"_ they hissed, and their voice was disguised too, beyond recognition. _"Hadn't the time for me before? Now I'm making you see me."_ They struck her again, and she cried out before she could swallow the noise. _"I know you."_

_Run,_ whispered a voice in her head. _Run, hide. Fight, die._ But she couldn't. She couldn't move if she wanted to. The green figure was just as strong as she was, and far more prepared. She aimed a webshooter—They stamped down hard on her wrist.  


She tried to rise to her knees—A kick aimed at the centre of her chest sent her, wheezing, back to the roof. They looked down at her and shook their head, as if disgusted, and kicked their hoverboard back to life, taking off into the night.

**Notes for the Chapter:**

> I think we're back on track! I hope the next few chapters are as good as the ones from before... the Incident. I'm also hard at work with my original book so I'm balancing the two projects right now.


	18. Noah, You'd Best Start Building

She dragged herself into a sitting position, slumped over and dazed. When Peter arrived not long after the figure in green left, he was frantic.

_"Ohmygod,_ Spider-Woman, are you okay? I got here as fast as I could, _I swear._ Can you hear me? Can you stand up? I'll help you, okay? Mr Stark's already looking for them," he added, as Gwen stumbled to her feet. His arm went around her in a flash, steadying her, and it was just enough to keep her legs steady. "He'll track this guy down for you. It's gonna be okay."

Peter helped her home that night, her limbs feeling nearly too swollen to move independantly, her head fuzzy. She fell onto her back, sinking into her mattess, and heard her attacker's voice hiss in her ears, low and menacing.

_"I know you..."_

She laid awake for a long time, that night, staring out her window from acroos the room. She expected to see them, a pair of green eyes set in a look of permanent menace, watching her every time she let her eyes slide shut for more than a second.

Waking the next day, feeling leaden and unrested, her phone was blown up with messages, from Miles, Peter, Mr Stark and Happy. The latter two, she was sure, Peter had already talked to. She called Miles back, though.

_"Are you alive?"_ he cried the moment he picked up. Wincing, she held the phone away from her ear and sunk further into her pillow, as if that would do anything to help.

"Yeah, I'm okay."

"You don't sound it," he said. "I knew I should have been faster getting set up. My dad kept bursting in at random, asking for my help with crap. It's like he knows I'm up to something."

"There was nothing you could have done anyway," she said, rolling onto her back. Weren't beds supposed to be _comfortable?_ "Stop pearl clutching. Really, I'm okay."

"J Jonah's loving it," he said. "Had a whole segment just now about how you encourage supervillains. Fucker."

"Fucker," she repeated softly.

"I tweeted my support for you, and it's getting a bit of attention. I've decided to start early on my PR campaign for you. I'd like to see Triple J bitch and moan when all of New York turns Team Black White and Blue."

"Thanks Miles," she said, smiling.

"I said I'd do it," he pointed out.

Her healing made sure that the biggest problem she had to deal with was sore limbs, so after a while more spent talking she had to drag herself out of bed and face the day. Freezing at first, one step out of bed, because she could have sworn she left her suit in a pile on the floor, and yet there it was shoved under the chaise lounge, she dismissed her paranoia as misremembering, and set herself going through the day's motions.

When she left her room and no one around gave her any strange, searching looks, or started making bad spider puns, she knew she was right to forget about the suit. Her mom was just leaving for work when she shuffled into the kitchen, and gave Gwen a bracing platitude about facing the day while she directed her towards the coffee.

"Looks like you're still half asleep!"

Wouldn't that be a dream?

Gwen poured herself a cup, and sat slumped at the kitchen counter, watching her brothers race to get each other ready. She didn't know what their plans for the day were, and in her current state was struggling to care. It would be a challenge to care about anything except coffee. She threw back a cup and didn't even wince as it scalded her mouth and throat on the way down. The pain was good. It was proof she was present.

Her brothers were talking about the villain who beat Spider-Woman. Howard seemed furious, indignant at their daring to attack her. Phil on the other hand, was only bothered about when they were going to appear again.

Her phone rang; Tony Stark calling.

She eyed Howard and Phil getting ready to head out of the front door; Phil across the hall and Howard to wherever it was he went with his friends on the weekends.

"You guys good to go?"

Howard nodded. Phil said, "I'm gonna go walk the dogs! Then I'm seeing my friends and we're gonna eat pizza..."

She smiled at them as he rambled and finally answered the phone, with seconds to go before voicemail kicked in, heading back to her room. The front door closed just as she shut hers.

"Hey, Mr Stark."

"How're you doing this morning, kid?"

He must have been worried; usually that nickname was reserved for Peter. She was always Gwen, or Gwendolyn when he was feeling irreverent, or Miss Stacy when he was feeling formal.

"I'm... okay," she said, sinking down onto the chaise lounge and sliding her suit, poking out from beneath it, around the floor with her foot. "I don't know. This person, they just, like, came out of nowhere. My spider sense barely had time to warn me."

"Your spider sense?"

"I mean sixth sense!" She closed her eyes. "It's Peter's fault. He insisted on calling it a spider sense."

Maybe because Mr Stark was worried enough, he let it go. "Whoever this guy was, he moved fast as hell. I've had FRIDAY studying the board he was flying around on, and it was pretty serious the kinds of tech FRI picked up on. The only relief this time is that she didn't find any _Stark_ parts. So I'm pretty sure it's not some other crazy guy I pissed off." He sounded for a second like he was going to spiral into self-loathing. "Did you see or hear anything that you think might help identify this wacko?"

"Sorry," she said. "They were using a voice modulator. Didn't even sound like a person, never mind any person I might know."

"And they didn't say anything helpful?"

She paused, gnawing on her lip. "They uh, they did say something about knowing me." Mr Stark was silent. "But I don't personally know any wacko supervillains."

"You intern at Oscorp," he said. "The place is a breeding ground for the things. Trust me, some of the things I've heard about that place, it's only a matter of time before the dam bursts and they all come spilling out. Maybe this is the start."

"Well I go there every week and I've never seen anyone in the halls cackling about destroying New York!" she snapped, feeling a flare up of irritation; Doctor Connors was one of her few champions, and she didn't like the implied slight against her. "But Stark Industries made plenty of supervillains, didn't it?"

As soon as she said it she regretted it, but Mr Stark spoke over her before she could apologise.

"Alright, sorry, maybe that wasn't the most appropriate accusation I could have made," he said, in a tone of voice that she was beginning to recognise as one obfuscating hurt. "But technology like that doesn't grow on trees, Miss Stacy. It really wouldn't surprise me to find at least one person there dipping into grant funds to make themselves an anti-Spider-person suit."

"I got bitten at Oscorp," she said, unthinkingly. "So did Peter."

"Then we might have a lead. I don't like to tell you what to do, Gwen, but I'm not sure how safe I'd feel going there alone. When's your next internship day?"

"Coming up on Wednesday." Her mouth felt like it was coated in sand, and she hated to think about not being safe in any place where Doctor Connors was. But it was possible that he was right. "Do you—Do you think I shouldn't go?"

"I never said that." Mr Stark took a few moments to think through what he said next. "But consider the dangers. Look out for yourself. If your spider sense tells you you're in any sort of danger, listen to it, and get the hell out, no matter where you are."

"Okay."

"If the guys running that super spider experiment made a link between two of their spiders going missing and two Spider-people running around New York, catching busses and SUVs with their bare hands, then you might be in trouble. Peter never went back inside Oscorp after his bite, but you're there every week. That's time enough for people to notice something might be different about you, and giving them the opportunity to do something about it."

"Right."

Mr Stark sighed heavily. "Be careful, Gwen. If Natasha were still around, I'd sic her on you for protection, but as it is..."

"I have to have my own back," she finished. "But I have Peter."

"But you're not together all the time. You live in two completely different boroughs. And as good as your senses are, they don't have as much experience as I'd like them to yet."

"I'll try to stay safe, Mr Stark," she said. "Promise."

"Good, kid. And in exchange, since I know the thought of backing off at all is probably killing you, I'm going to do whatever I can to find this guy, asap. I think that's a fair deal."

She nodded, then remembered he couldn't see her and muttered, "Yeah."

"Hang up the suit, just for this weekend, Gwen. We don't want you getting ambushed again."

She wasn't sure what it was that made her agree so easily. Maybe it was remembering the haze of pain that nearly overwhelmed her the night before. Perhaps, the fear worming around in her stomach at the thought that there was someone at Oscorp who knew what she was— _who_ she was—and that they could be watching her every time she stepped into that sterile, air conditioned lobby.

But if Mr Stark was so confident that his AI could find her attacker, she decided for the time being to let it try. Her ribs still smarted from being stomped on by a hard, metal shoe.

She felt somehow insulated from the chaos that seemed to be unfolding. Maybe it was because she was at the heart of the tornado rather than the outskirts, unlike last time, when Peter was running around causing trouble and she was trying to play catch up the whole time. Her phone rang again and she answered without thinking.

It was Ned.

"Gwen? If something was happening in Spider-world you'd tell me before Twitter, right?"

"...What?"

"You and Peter! You wouldn't keep it to yourselves and let me find out via some shitty Twitter meme, would you?"

"Me and Peter _what?"_

He didn't say anything for a moment. "I didn't know what else to do," he murmured eventually. "I'm outside. Go to your fire escape?"

Her eyes narrowing into suspicious slits, she opened her window and squinted down to the road. Ned was standing there, staring in the general direction of her apartment. She put her phone back to her ear.

"Dude, no. _Creepy!"_

"I know, I know, but this is an emergency! Is Peter there?"

"Why the Hell would Peter be here? We aren't together."

"Right. Sorry. Twitter just makes it feel so real."

"What's going on, Ned?"

There was a very small pause. "Uh, the Spiders are trending number one," he said. "You guys wouldn't get together without telling me, right?" Gwen couldn't find an answer, and Ned sighed heavily. "I'm calling forth a meeting of the Spider council. Be ready when I call."

With that, he turned and started back down the street. Gwen stared after him, incredulity on her face.

"The _Spider council,_ Ned? Ned, _answer me!"_ But he hung up instead, and left her hanging off the fire escape, feeling more lost than ever.

* * *

Ned's Spider council consisted of him, Peter, and herself, and he called them to session in his basement an hour later. Gwen wished Miles was there, so she at least had someone else in her corner as to the whole Gwen and Peter aren't secretly dating thing, because Ned seemed convinced, and Peter, while denying it, wasn't doing it with as much vivacity as Gwen would have liked.

He kept staring at Ned's PC, a weird little blush on his face, as it cycled through images of the Spiders indeed appearing to be far closer than they made themselves out to be. In her defense, it was a high stress situation.

"I really appreciated how when you called me, the first thing you did was ask me about a dating rumour rather than ask if I was okay after getting attacked by a supervillain," she told Ned, who flushed a bit.

"I already knew you were okay!" he said, smiling weakly. "Peter told me. And I am living vicariously through you two, especially now my relationship with Cindy kind of went nowhere."

"That was a relationship?"

"You guys just went to Homecoming together," Peter said, tearing his gaze from the monitor at least. "Besides, I don't think Cindy was even your type."

"My type is girls who say yes, Peter. And Cindy said yes to me. I think it was the hat I was wearing," he added.

Her chest was beginning to feel constricted, hearing the boys talk about Cindy, and when Peter changed the subject a moment later, the air rushed back to her lungs. He wanted to know who it even was that started the rumours about the Spiders dating.

"Spider-Woman had just been attacked!" he cried. "Who would even care about that sort of thing at a time like that?"

Gwen thought it was pretty in-character of the press to zero in on an imaginary romance when a mystery figure had nearly killed a superhero hours earlier.

"Who cares that Spider-Woman got beat half to death?" she asked bitingly. "There's clearly only one thing that actually matters!"

Peter looked surprised by her outburst, Ned, a bit guilty, though that hadn't been her intention. Her gripe was with the people who were meant to know better, and who chose to pretend that they didn't, not with Ned, who just got too excited about the things and people he cared for. To perk him up a bit, she complimented the snacks Mrs Leeds brought upstairs for them earlier.

"Your mom's like, a food wizard."

As she hoped, he beamed with pride. "I'll tell her you said that. She's been on a big kick making all food from the home country the last few months. So," he went on, getting serious all of a sudden, "you don't know who that green guy was? Peter, maybe you need to be careful. They might hate Spider-Man too."

"Mr Stark says his AI is looking for them, so I need to lay low for a couple days to see if they get themselves caught," she said.

"Woah," Ned breathed.

Just then, Mrs Leeds called up the stairs, "Ned, a school friend of yours is here! Am I good to let her up?"

"A school friend?" _"Her?"_

Gwen and Peter raised their eyebrows at each other as Ned, frowning, scrabbled to his feet and vanished into the hallway, saying, "Who are you talking about, Mom? I don't have any friends..."

She heard Mrs Leeds telling Ned not to talk about himself like that, and the bedroom sunk into silence. Gwen stared at the door until Peter spoke.

"I'm sorry, for what the press are saying."

"Don't apologise for helping me, Pete," she said, surprised. "That's the point of us being partners. It's not you I'm mad at."

He paused, on the edge of carrying on talking, when twin footsteps sounded on the stairs. Ned was coming back with someone. Peter's eyes narrowed into slits—Then blew wide a second later.

"It's MJ!" he hissed, throwing himself across the room to Ned's PC, trying to wipe the screen of its images. And he succeeded, but not before the door opened and Michelle walked in with Ned at her back.

She took in the sight of Gwen and Peter with what she thought was an unfounded level of suspicion, as Ned blabbed on, saying, "I—I just don't really know why you're here, MJ."

"For the homework thing?" she said, turning back to him. "Don't tell me you forgot it, Ned. I messaged you _three times."_

"Hey, MJ," Peter said from his place half-laid across Ned's desk.

"What were you two doing?" Michelle asked, quirking an eyebrow.

_"Nothing!"_ "Why would we be up to anything?"

Michelle didn't answer, just stared at them, as Ned, who it seemed had remembered that Michelle was in fact supposed to be coming over and was looking for something amidst the mess of papers piled on his desk.

She kept looking at Gwen, giving her a weird feeling like she was being x-rayed.

"Is something wrong?" Peter asked when he picked up on it too. There was an edge to his tone that suggested he still wasn't over what happened the night before.

"Nothing. Sorry." Michelle gave Gwen a lame smile and finally looked away. She felt no less on edge for it. "You got those notes for me or not, Leeds?"

"They're here somewhere, MJ. I'm sorry, hang on..."

Michelle rocked on her heels for a minute, and again her eyes were on Gwen. "So, you good, Stacy?"

"Why wouldn't I be?" she asked, a creeping dread beginning to set in.

"No reason, I just—Never mind. Ignore me."

She turned away, reading one of Ned's posters, which was a word for word print out of the rolling opening credits from the original Star Wars film. Gwen looked at Peter and he met the stare with one more openly concerned. There was definitely something up with Michelle.

"I got your notes right here, MJ, I swear," Ned said again, rifling through a second mammoth pile of papers and notepads.

Michelle didn't answer. Gwen watched her back move as she breathed steadily in and out. After a while, there was no way she hadn't read the whole length of the poster, but she kept on staring at it fixedly.

"Michelle," she said at last, "I think something's wrong."

Peter's back straightened as Ned slowly looked around at them, picking up on the weird atmosphere for the first time. Gwen didn't take her eyes from Michelle's back, noticing how her shoulders heaved in a sigh before she turned back to Gwen with a surprisingly serious expression on her face.

"Okay," she said. "So I kind of think that you two are the New York Spiders." Michelle was usually so irreverent, it took Gwen a few seconds for the words to register. In that time, Peter flipped his lid.

"You—You— _You already know?_ I mean, you know what?" He crossed his arms, huffing a wholly unconvincing laugh and trying to look at Michelle like she was crazy. "That's stu—I mean, no, you've got it wrong, MJ! I don't, haha, know what you mean..."

No one looked impressed. Gwen least of all.

"What makes you say that?" she asked. She was secretly impressed by how steady she kept her voice sounding. Michelle met her eyes steadily and with an openness that made some tiny fragment of her tension drain away.

"I've been watching you both for a while now. A lot of things about you both that didn't make sense, made more sense when I looked on them as things done by people leading double lives. Lives as superheroes, who have to go running after bird-themed supervillains in the middle of a house party. Just as an example. I won't say anything," she added quickly. "Swear. But after what happened last night... I thought Parker might have been patching you up or something, when I walked in. You okay, Stacy?"

The blood had drained from Peter's face but Gwen felt strangely calm.

"I am, Michelle. Uh, thanks. Nice to hear from someone who cares about that more than whether I'm dating Spider-Man."

Michelle smirked. "That was gonna be my second question."

It helped, to just sit around with her friends for a few hours, talking, after everything that happened the night before. A few times she experienced a flare up of paranoia, but her spider sense never started prickling at the back of her neck. Nothing happened. Just a laid back passing of the time with people she trusted. As night arrived outside, ever faster as the year crept deeper into the winter months, she sighed, stretched out her stiff limbs, and checked the time. They should probably leave before Mrs Leeds felt compelled to serve dinner for five rather than three.

Peter, who after a while was able to relax again, said to Ned, "You have people who follow you that care about the Spiders, right?"

"You mean _fans?_ Yeah, I do." Peter flushed red at that, but asked for Ned to let his followers know that nothing was going on between the Spiders. "But I get the most retweets when I talk about you guys. Do I _have_ to?"

Gwen narrowed her eyes. "You know, Peter and I _actually_ aren't dating—"

"Are you sure about that?" Michelle asked, raising her hand.

"Yes, I'm _very_ sure—"

"Because the Tumblr account Spider-Woman Source disagrees. There's a gifset of you two gazing into each other's lenses with 20,000 reblogs."

"Oh my God. We weren't _gazing!_ We were just—" She couldn't think of an excuse, and petered off into uncomfortable silence.

"The Spider-Woman podcast hosted a competition for fan videos too," Ned added. "Do you think Take Me To Church is an accurate descriptor for your relationship?"

"Not a bit," Peter said, looking down at his lap.

"Becaues that's the most popular song choice."

"There's a Spider-Woman _podcast?"_ she asked, sounding as baffled as she felt.

"Oh yeah," he said. _"Where In New York Is Spider-Woman Today?_ They keep up to date with everything you do."

This was a lot of information to receive all at once. She was glad to be sitting down for it, but the point couldn't be ignored that the public apparently looked on her barely making it out of an ambush and having to be assisted home by her partner as definite romantic attachment. Which it wasn't. On either of their parts. For her, it was just a crush, and for Peter, she was sure it wasn't anything at all.

He was made visibly uncomfortable with what they were saying.

"Thanks for letting us know, man," he said, standing. "We should probably get going though..."

"There's a competition for NY Spiders shipping fanart starting next week," Ned added, like he couldn't help himself. "It's pretty chill. I mean, now it is. When you two were arguing they went into civil war mode."

"I can feel my faith in humanity decreasing," Peter muttered.

"How much did you have to begin with, _Spidey?"_ she asked, then added to Ned and Michelle, "Peter and I aren't together, no matter what Twitter tells you. For real, we're—we're just friends."

"God, you two are exhausting," she heard Michelle mutter, the second Gwen turned away. She couldn't even say that she was wrong.

* * *

Gwen had full intentions of keeping out of her attacker's way. If Mr Stark thought he could track them down in the space of a weekend, then she was going to let him do that. But later that night, a couple of hours after she got home, she heard her dad's phone ring from the living room. It was a rare night when both parents were home and Gwen was taking the opportunity to lock herself in the privacy of her room.

He answered with a warm, "Officer Morales, how—" Harried talking that she couldn't make out shut him up, but Gwen was already rising to her feet in instinctual panic. "Shit. I'm on my way, Jefferson." The scraping of chair legs against wood flooring followed.

"What's going on?" her mom asked, concerned. Gwen was already moving slowly towards her window.

"It's that supervillian flying around on a hoverboard," he said scornfully. She could hear him moving around, putting on his police jacket. "They've taken Morales' son, Miles, and held up Times Square."

For a split second, Gwen felt like the world was ending. The next, she was pulling on her suit and leaping from her fire escape into the biting-cold night. She didn't trust Miles' life in the hands of any hero but her own. Swinging for Times Square as fast as she could, her heart in her mouth, she knew she was going in the right direction when she looked down just in time to see herself outpaced by a group of squad cars, tearing off into the distance.

Closer to Times Square, she saw the odd person running for cover, but more were trying to get closer, to get a look for themselves. Even closer to the scene, she saw people filming. Then at the scene, she saw the police gathered at the base of one of the walls of flashing ads. Her dad was among them, with Officer Morales. Miles' dad. And when she squinted, her lenses identified two figures up at the top.

The green villain was dangling Miles over the ledge.

_"Miles!"_

Gwen swung for them, soaring way over the heads of the cops, and the villain laughed, a strange, distorted sort of cackle, as they stood in waiting for the arrival of Spider-Woman.

"There you are! I knew _just_ how to draw you out," they said, voice dripping with self-satisfaction.

But to start with she ignored the villain, all her attention focused on Miles' whose eyes were wide with terror, and lit with recognition as he saw Spider-Woman land before him. She wanted to ask him if he was okay, but couldn't think of a way to do that non-verbally. She thought he might be trying to sign it to her, with how his hands were moving subtly, but she didn't know enough to be sure.

He looked okay though. Physically.

"Put the boy down," she said.

They tsked. "That's a bit impersonal, don't you think? Aren't you two BFF?"

An awful feeling wormed its way through her system. A lot of things were beginning to connect in her mind. Despite the voice modulator, people didn't tend to change their voice patterns, even when they were disguising themselves.

"Put him down," she repeated, calm as she could. "Step away from the ledge. He doesn't deserve this."

"You're right," they said eventually, having hesitated at first. "He didn't do anything wrong. But _you_ did."

"Then take it out _on me,"_ she cried. "The cops are down there waiting for you. The boy's _father_ is down there." Miles went still. "Just step away."

"Why don't you stop pretending you don't know Miles' name, Gwen?"

"Why don't you be honest? I know who you are under there," she breathed. "Come on, at least be honest about it."

_"You're_ telling _me_ to be honest? That's rich."

But they acquiesced, finally. Stepped away from the ledge and set Miles down on the roof, where his legs lost their strength and he sank to the solid tiles, breathing like he jut ran a marathon. Their hands went up to the edges of their helmet, and it hissed as it opened up.

Cindy shook her hair out, and glared at Gwen from across the divide.


	19. When I'm Dead, You'll Break Bread (But It's All In Your Head!)

She felt herself spiralling, so fast and mercilessly that any questions slipped past her grasp like streaming ribbons of water. It was like a horrible joke, and the most bizarre thought occurred to her, that there was some kind of superhero prank show she had never heard of, and that was what this was. But the thought came and went in a flash, and Cindy was still across from her, wearing a glare to shame Medusa.

"Cindy, tell me what's going on," she said, holding her tone as steady as possible. Miles looked like this eyes were going to pop out of his skull. "Why— _How—_ "

At last she breathed, _"What_ are you _doing?"_

Cindy... did _not_ look well. The tired pits beneath her eyes seemed more like omens than signs of lacking sleep. If they were still talking she might have seen them for what they were. Then again, from the way Cindy was looking at her, she thought that if they were still talking Cindy wouldn't be up on a roof dressed in a sinister green suit on an early winter night, rather than safe in her room at home.

Somehow, one of them had fallen through the cracks, big time.

Cindy breathed out, low and shaky. Her hair, damp with helmet sweat, was picked up and played with by the stiff breeze, and it all came together to make her look like a lonely child.

"I'd been wondering what was going on with you for months," she said slowly, like every word out of her mouth was being tested in the second before she spoke it. "You never exactly felt like _talking,_ but then I saw you. Homecoming night. With Ned Leeds. You went chasing after Peter who left Liz Allan at the door, and nobody knew why. You weren't trying to be subtle and it didn't take more than a few seconds to piece it together. I was the only one who had to do that. You told everyone else. Like _him."_ She jerked her head in a violent motion towards Miles.

Gwen had been silent up to then, to let her run on for as long as she pleased in the hopes that it would improve her mood, but at that she needed to interrupt.

"I didn't _tell_ everyone else," she said. "They found out because of bad luck, because they were in the wrong place at the wrong time—"

"You're lying!"

"You think I was just going around telling other people? That I was happy at the thought that _something like this_ might happen to _one of them?"_ She gestured towards Miles with a violent move of her own; he kept jumping at every acknowledgement of himself by either of them. "You think I'm _happy_ that Miles is in on the secret right now?"

"I think you didn't want me to know," Cindy said. "Like you didn't want Harry to know."

_"Harry—?"_

"After I found out what you are, you two breaking up made a lot more sense, so I tracked him down to talk, to see if he knew too. He didn't, but when I told him, _Gwen is Spider-Woman,_ he looked like I felt when I found out. Totally duped."

Gwen's stomach had dropped through the roof. _"You told him who I am?"_

"So we started seeing more of each other, and he started opening up to me," she went on, like she couldn't her Gwen at all. "He told me about Norman. I said I know what it's like, to have crappy parents. Told him about the Ivy League shrine I started when I was six that didn't do anything to help that. And I knew he got it, in a way you never did."

"Cindy, I—"

"And then he showed me the project he found in Oscorp's basement." The way Cindy's voice changed, took on an unfamiliar cadence, made Gwen's jaw drift shut. "His dad was working on it in secret. Harry wasn't even supposed to know. They were engineering spiders to create their own super soldiers, Captain America-style. But then two of the spiders vanished."

She only realised at that moment how greedily Cindy was looking at her; eyeing her up like the Big Bad Wolf to Red Riding Hood. But she could see a figure on the horizon, gaining on them more every second. Spider-Man was coming.

If he could only creep up on Cindy quietly enough, then they could end this here and now. So Gwen tried to hold her attention.

"Cindy, whatever you think happened, whatever thoughts you have running through your head about being deceived, _it isn't true."_

"You chose not to tell me. You—" She stopped. Her eyes narrowed. Her head tilted subtly towards Spider-Man. Gwen's stomach dropped. "You won't fool me this easily."

And her helmet shot back into place, like Iron Man's did, and the demon's face replaced her friend's. Her hoverboard whirred to life and she blasted off faster than Gwen's webs could latch on to stop her.

"Holy shit," Miles said. "Holy— _Holy shit."_

Spider-Man landed with a thud a second later, and glanced over the side of the roof into Times Square, where at the sight of Cindy escaping, uproar had broken out. The press were gathering now. The eyes of the city on them. Gwen ignored it all for the time being.

 _"What are you doing out here?"_ Peter cried. "You're supposed to be laying low for the whole weekend. It's been, like, _six hours!"_

"Holy shit," Miles said again, this time staring at the second Spider like a lovestruck teenager. "Hey, man..."

"She kidnapped Miles," Gwen snapped, with another angry gesture towards him, still sprawled on the roof where Cindy dropped him. "I _had_ to come out here."

"Who's _she?_ You mean the _Goblin?"_

"Who's _the Goblin?"_

"Hoverboard guy! That's what the news is calling them. The Green Goblin. You mean they're a _she?"_

"I have to go after her," she said. "But I—Miles is—"

"You can't go after her! At least not alone!" At her tensing posture, he added, "Last time, she nearly killed you."

"Because I wasn't expecting her. This time, I'm the pursuer." She offered out a hand to Miles, who took it after taking a second to catch up with what they were saying. Peter watched them, eminating unease. "You okay, Miles? God, I—I am so sorry. I can't believe—I'm just so sorry."

"Hey, it's good, Spider-Woman," he said, with an equally uneasy look at Spider-Man. "She just took me by surprise, y'know? Is my dad really down there?" He turned like he was going to peer over the edge, then remembered how high up they were and clenched his eyes shut.

"I'm taking you down there," she said, then repeated the same thing to Peter unnecessarily, adding, "You can do whatever you want."

She could feel bad for her terse tone later; right now she was just procrastinating on a total breakdown by going to mingle with a load of cops. If Peter was hurt by her tone he didn't show it, except perhaps for how he let her take hold of Miles without saying anything.

"Holy shit," Miles muttered again. It was the phrase of the day.

"I'm sorry, Miles," she said, again, not sure what more she could do than apologise for him being mixed up in this mess at all.

"Quit saying that, and lets just—I wanna see my dad."

Right. There she was worrying about finding the right way to say sorry, and Miles was just thinking about getting back on solid ground. Shit. _Shit shit shit._

"Sorry," she said reflexively, and finally prepared to rescue him. "Uh, maybe close your eyes." But when she looked, he was already way ahead of her. "Right..."

Forcibly reminding herself that it was nearly impossible for her to drop him, she climbed up onto the ledge. Spider-Man watched on silently.

"Be back soon," she told him, and hearing the renewed commotion from below at her and Miles' appearance, she swung down in an arch and took a running landing. The second she let go of Miles, there was Jefferson, wrapping him up in his arms. Miles disappeared into the embrace and Gwen, watching, felt weirdly nothing. She thought it might be the shock.

Then she looked past them and saw Captain George Stacy, coming their way. Looking past Miles and Jefferson Morales, gaze locked squarely on her. Gwen's heart stopped beating for a minute, and then compensated for lost beats by jack-hammering up until he was right in front of her.

"Miles okay, Jeff?" he called over his shoulder.

"He's fine, George. He's fine." The relief was nearly tangible. "Thank you, Spider-Woman."

Unable to speak, she merely nodded. She was afraid, she realised, that even with the voice modulator her dad would recognise her voice. Hell, she was scared he would just know it was her, even with her disguise. Like as her parent, he might just _know_.

He didn't.

"Spider-Woman," he greeted, his tone completely devoid of the warmth, exasperated or otherwise, that she was used to hearing. She noticed he was reaching to the side of his utility belt; to his handcuffs. Her head span at the action, but he didn't pick them up. His hand just rested near them. "What are you doing out here tonight?"

Still scared to speak, she sent a pointed, incredulous look to Miles, safe in his dad's arms.

"The NYPD can't be seen to cavort with vigilantes," he said, then. "If the public are depending in masked heroes, our power is divided. Do you understand what that means?"

Gwen didn't say anything. She loved her dad but she knew that the police could be the bad guys, too. That often they were. Quinta, who instinctively knew she couldn't depend on them for her own safety, was testament to that. If the public were depending on masked heroes rather than the people whose job it was to actually protect them, the fault certainly lay somewhere. Gwen was confident these days that it wasn't at her own feet.

"I have a job to do, Captain," she said at last, hoping she sounded as detatched to him as she did to herself. "You'll have to excuse me."

Captain Stacy called after her when she slung out a web and shot up to the rooftops again, but Gwen refused to look back, afraid that the moment she did, he would know, like the parental instinct was only delayed and would kick in the second she turned her masked face in his direction again.

The other officers were shouting after her. She ignored them. Peter was still waiting for her on the roof, radiating disquiet.

"What are you doing, Gwen?"

"Going after her," she said. Cindy might already be halfway across the city, and she was clearly unstable. "You—I don't know. Do whatever."

 _"Whatever?_ What kind of plan is that?" he asked, his voice raising several pitches, and resting only a few below _dogs can understand you now_.

 _"I don't know,_ Peter! All I can think about right now is going after her. That's _all_ I can do."

She could practically _hear_ him biting his lip. "Alright, fine." And that was all she needed to hear before she took off. _"But stay in contact!"_ he shouted, as she vanished into the night.

* * *

Cindy didn't try to hide herself too well. She wanted to be followed, that was obvious. And Gwen did follow her, just as she was sure Cindy wanted her to, to an abandoned warehouse on the edge of the Hudson. She left a noisy trail of destruction in her wake, which got less and less easy to follow as she went along. Gwen had to rely on her enhanced hearing to make it the rest of the way.

Cindy was waiting for her when she arrived, hovering around the roof of the warehouse shell. Seeing Spider-Woman swing into view, she turned and went inside. The space she followed Cindy into was cramped, big just enough for the two of them, and musty from lack of human habitation.

"You're alone," Cindy said. "Wow. I honestly wasn't expecting that."

"Why's it so surprising?" she asked. "Is Spider-Woman _known_ for her posse of followers?"

"Tony Stark's looking for me," she said, like she couldn't believe he had the gall. "He's been looking for me since I first appeared. Not that he'll find me. Harry made sure of that. I'm covered, for now."

"How do you know that?" _Was Cindy inside Stark Industries as well?_ The thought was chilling. "How do you know Stark is looking for you?"

But then Cindy said, "A lot goes on at Oscorp," and nothing else.

Gwen let the silence settle between them for a few seconds before she tried again, saying, quiet and calm, "Give it up, Cindy. This isn't worth... whatever it is you want."

"I _want_ us to talk," she said, as if Gwen hadn't just spoken herself.

"I want to leave, without having to worry that my best friend is going to kidnap someone else, or blow up the Empire State Building."

"I can't let you just _leave_. You get it, don't you?"

"Not really, no."

"What you are, Gwen, is more important than _you."_ The way she said it was so similar to the way she always talked; like she was the only person making sense in a room full of idiots, and she couldn't believe that the burden of genius was hers alone. Normally it was annoying. Now, in this situation, it was dangerous. "Taking your DNA apart could rewrite human evolution."

"I do _not_ consent to that."

She tilted her head. "What about Spider-Man?"

"Don't know him," she said. "We've never taken our masks off in front of each other."

"You're _lying_. We both know it's Peter. I bet he'd give himself up to save you without having to be asked. You're Oscorp's, you know that, don't you? What makes you both special, it comes from them. Don't be offended, Gwen," she added, rolling her eyes when she saw Gwen's expression change. "It's the same as with me. How else do you think I'm doing this? It's a modified version of the serum that changed you. A better version."

"What makes me and Peter special isn't the serum," Gwen said, and in the moment before she clarified, Cindy looked stunned with panic. "That's why it doesn't matter that what you took is a _better version_. What makes the difference is what drives us. Why we do what we do."

"Oh, good God, that's _pathetically_ naive, Gwen. _What drives us?_ What drives me is _spite,"_ she said, with a sudden and unnerving grin that Gwen had never seen on her face before, and that sent a jolt of fear through her. "And the fact that you're powered by love, trust and pixie dust won't stop me from flattening you if you don't work with me on this."

She snorted. "As if you could."

"Is that a challenge?"

"You might have been injected by whatever serum some crackpot living in Oscorp's basement cooked up, but I've been Spider-Woman for months now. You don't have what it takes to _flatten me."_

"I have the nerve to _try,"_ Cindy said. "Already I've managed to win over you once. I had the advantage that time, granted, but your experience won't count for much when I know that what's in your heart will make you lose again."

"What does that mean?" she barked, heart jolting, mind rushing straight to Peter, whose identity must remain secret. "You're _so_ full of shit, Cindy."

"But I've aleady won once. _Because I had the nerve to try._ Harry didn't have the nerve. He had the suit and the serum but he couldn't bring himself to do anything with it, so I did it for him." Cindy grinned again, that awful new grin of hers. "I pushed him to the side and took it myself. I couldn't stand to hear his _whinging_ for a second longer. I shut him up quick."

"You didn't—"

"Kill him? No." She snorted. "He's too pathetic to kill. I left him there, and I've been moving on my own ever since. You should have been there, really. He took me down into the basement and showed me all his dad's crap like a _normal_ nerd would show off his anime figurines. Didn't take long to get my hands on the goods."

"You're making a mistake, Cindy," she said, trying to bring the tensions down to less excruciating levels. _"Please,_ just give it up. Do you really want to throw away your future over this?"

"What future? Haven't you been paying attention? The future is superheroes! Like _you_. And every hero needs their own villain." She held out an arm and Gwen tensed, expecting to be met with a blade—Only to see nothing. Then Cindy's helmet shot back in place again, and the Green Goblin was glaring at her. "I worked too hard my whole life to be be left behind now, Gwen Stacy."

And her spider sense screamed, she dodged backwards—

Gas pumped from several miniscule holes in the extended arm of the suit, and faster than she could have believed, Gwen's consciousness was overcome.

* * *

She came around slowly, and then all at once. The world was dark grey and silver, smelling of must, mothballs and unlived-in spaces. She was creeping back to life, her nervous system all awry—Or, wait, was that the lyric of a song? She'd sung it once in Cindy's garage. What was it? Why was it important? Or was it important at all? _Something_ was. Something to do with Cindy.

The song they'd performed. It was Pink Floyd, she thought. Cindy pretended not to like them as much as she really did because she thought Dark Side of the Moon was too hyped up—

_Cindy._

Gwen's eyes snapped open, she breathed in two hard lungs full of dead, moth-filled air and immediately choked, nearly hacking up a lung in the process. Cindy. The Green Goblin. She was—

Gwen had to go. She had to find her before she blew something up or—or worse. _Kill someone?_ She wouldn't do _that_. But Gwen had to find her asap, all the same. She stumbled to her feet, her head pounding, her movement uncoordinated, into one wall and then another. The HUD of her mask told her that she had ten missed calls—how long was she out for?—but she waited until she was moving to check any of them.

Outside, the cold air hit her all at once, chasing away any lingering haziness. She looked out over this desolate corner of New York, but couldn't at first see anything off. Voicemails played automatically as she started swinging.

 _"Gwen?"_ It was her mother, and she sounded frantic. Her spider sense waszipping up and down her spine in a unique warning. "Where are you? It's your brother, he's been taken—We don't know what happened— _Where are you?"_

What? What did that mean? _Which brother, taken where, by who?_ But then all at once she realised what her mother meant, and the entire world fell away from her.

The next message played on seamlessly. It was Peter.

"Gwen, don't panic, okay?" Said the guy who sounded very much like _he_ was panicking. "It's the Goblin, she's at George Washington Bridge. She—She has your brother. I'm sorry. I'm so sorry. I'm working with Mr Stark, we're trying to figure something out. I don't know where you are, but you need to get down there as soon as you hear this."

She didn't listen to any of the other voicemails. She swung full-pelt for George Washington Bridge, and once she was close enough, followed the sounds of horrified spectators.

The scene she came upon, when she spied the Green Goblin waiting for her from atop, made her stomach drop through her feet. Gwen landed and, calm as she could, approached.

On the bridge below them, a horrified crowd were gathered, pointing up at them. Her heart was in her throat. Her pulse pounded in her ears. And yet, Gwen's head had never felt clearer. From one hand the Goblin gripped the suspension cable for a car full of children, holding it over the water. From the other, she held Phil, over the bridge. She had him by the throat. Gwen's brother.

"So here it is, Spider-Woman. A villain, and a sadistic choice," Cindy crowed. Phil, his face starch-white with fear, kicked and struggled uselessly. "What will the great hero choose to make her name on? To suffer the little children, or to let one die? How many do you think will look up to you after this?"

"This is _insane,_ Cindy. What did that serum do to you?"

 _"Nothing!_ Except give me the physical strength I needed to match my mental strength."

_"Just stop it."  
_

"Why should I? The world is leaving me behind. _You_ left me behind." She raised up her arms, lifting both the car of children and Phil, higher into the empty, black night. "Now, I'm giving you a choice. Leave one of them behind."

Cindy let go, and the world around Gwen slowed to a crawl, as she looked between her brother, falling, and the cable car full of children, also falling, down, down, to meet either the black mass of the water or the cruel span of concrete bridge.

Gwen was only meant to save one.

She burst into a sprint and dove from the top of the bridge, snatching Phil into a safe clutch, slinging out a web, swinging in an arc through the air, and reaching, _reaching_ for the falling cable the other children were trapped inside.

A scream tore from her lips as she was pulled in two directions, dragged to Earth by the mammoth weight of the cable car, but held up by the straining line of web. The pain hit her in one overwhelming rush before she could get a grip on herself again, breathing like a raging bull. She could hear the children in the car screaming, and so were the people on the bridge,all cramming around, getting as close as they could, trying to find a way to help. Phil was clinging to her like he hadn't since he was five. She wanted him to hold on tighter.

They were all alive for the minute, but now Gwen was stuck, with no way to go up or down. She couldn't let go of the cable without losing the children and she couldn't let go of the hand holding onto the webbing without all of them being lost. It was possible that she could let the car go gently, and then dive into the river herself to save them, but it seemed way too risky.

 _"Can ya hold on, Spider-Woman?"_ cried a man from the bridge. _"We called the police! They'll bring a boat or something!"_

She couldn't spare the energy to even nod, never mind reply, but her continued hold on both Phil and the cable car must have satisfied them. She was breathing more carefully now, to conserve energy, slow her heart rate.

The Goblin had escaped. She could tell because when she relaxed her nerves enough to pay attention, she heard the absence of her hoverboard. God. But that would have to be dealt with later.

She felt the cable slip between her grip and her heart jumped again, and feeling this, Phil panicked too and began to breathe heavily enough that she was worried he would hyperventilate. He'd never done that before, but—but wasn't anything possible? _Crap, crap, crap._

Then she heard the rush of jets and for a second worried that the Goblin was coming back to finish them all off. Iron Man appeared in her line of vision and the nightmare instantly began to recede.

"Tony—It's Tony Stark!" Phil cried, as loudly as he could when his face was buried in the stomach of her suit.

"What, Spider-Man doesn't get a shout-out?"

She looked up; Peter was above them, hanging from the bridge exactly where she had stood facing Cindy, looking over the scene with narrowed lenses. Then he locked eyes with her and swung down closer.

"That's not the real Iron Man," he told her. "Tony figured out what the Goblin was doing to conceal herself and he's chasing her to—I don't know. Wherever she hides out. That's a sentry bot."

Gwen looked back down at the red and gold suit hovering in front of the cable car. "I can't let go unless the suit can catch the kids."

"We'll handle it," he said, and swung deftly back up, taking hold of the cable in his own hands and planting his feet squarely against the top of the bridge. _"You can let go!"_

She wasn't totally sure, and looked at the sentry bot again. It had disappeared beneath the car, she guessed so that if anything went wrong, it would catch it.

Peter called again, _"Let go, Spider-Woman!"_

Was it really safe? She didn't know if she could let go of the cable, to relinquish control of the fates of the trapped children, when she didn't know that Peter could save them. But Phil needed her too; his little arms—not as little as she remembered—couldn't hold onto her forever.

_"I've got this, Spider-Woman! Get the kid to dry land."_

Gwen swallowed, the heart in her mouth moving back to it's place in her chest, and she did as he said. The car remained stabilised. Peter and the sentry bot had hold of it. The children inside weren't plunged into the black water, trapped in a steel coffin.

She encouraged Phil's arms to go around her neck so that she could use both her arms again—"You hold on and don't you let go _for anything!"—_ and with another anguished look at the scene she was leaving behind, she swung for the side of the river, away from the prying eyes of the gathered crowds and their phones.

She had never been so weightless and so weighed down at the same time.

She rested Phil safe in the long grass as far from view of other humans as she could get, and had to hold off the urge to collapse. Another look back at the bridge, now toy-sized, showed her that between them, Peter and the sentry bot were pulling the cable car up to the bridge, and the crowd were backing away to give them the space they needed.

Now the situation was diffused, and Phil was alive and whole in her arms, Gwen clutched him to her chest. Her blood was burning and she could feel a cry rising up inside her, trying to tear itself free from the confines of her throat. Her face was wet with tears beneath her mask, her fingertips digging into the soft material of her brother's coat, and he was shifting smally in her grip. _Alive_.

"Oh my God, Phil, I'm so sorry."

She couldn't say more than that; her voice broke on the last word, and she folded in on herself, in the process pushing Phil closer into her. His heart beat against hers. Because he was still alive. She had saved him.

In that amazing, resilient way children had, he asked her, "How do you know my name, Spider-Woman?" in a tone far too unbothered by what had just happened to him.

Laughing wetly, she shook her head. "It doesn't matter." She pulled away then, eyes scanning over him, looking for cuts or bruises. "Are you hurt? Did she hurt you?" Around his neck, where Cindy gripped him, a ring of violent red was stark against the white of his skin. Phil's hand drifted to his neck seconds later and Gwen had to snatch hold of it to stop him from aggravating the area.

"Can you stand up for me, buddy?"

When he tried, something made him wince, and the hints of returned colour to his cheeks drained away again. He cried out.

"What? What is it?" She looked at his legs, and her eyes caught on a dark patch bloomed on his jeans, near his left knee. "You _are_ hurt. What happened? Oh _God..."_

She didn't know why she was losing it _now_. He needed to go to the hospital. Though his tone was unbothered his voice was rougher than it should be, and who knew whether his throat was badly hurt, and now his leg. Something was wrong with his leg. It was—It might be broken. She couldn't afford to lose her head.

"The Goblin did it when she snatched me," he told her. His eyes were big, and watery, she just then noticed. "I couldn't feel it before, but now it's burning."

"Sit back down," she said quickly, guiding him to the ground again. "I uh—I need to take you to a hospital."

"Are you okay, Spider-Woman?" he asked, as she stood up and began looking around, trying to remind herself of where in the city they were. Not far outside of Queens. There was a hospital not so far away, she thought. She had taken a drunk guy to the Emergency Room at a Queens hospital a few weeks ago. "You don't seem okay."

"I'm okay, buddy!" she said, her voice turning out over-bright. "Are you? For now, I mean. I'm gonna get you to some place where they'll help you with your leg, and—and they'll want to check your neck, and throat, and, and—Are you okay _right now?"_

He thought about it for a few seconds, and Gwen felt her sweat going cold against her forehead, before he nodded.

"It hurts. My leg, I mean. But not like, _gonna explode_ hurts."

"Good. Good, kid. I'm going to get you the help you need, Phil. Okay? I won't let anything else happen to you." She didn't just mean for the rest of this terrible night. She meant it full stop. Cindy was never going to lay a hand on Gwen's family again. "Hold on tight, buddy. Everything's going to be okay. I promise."

**Notes for the Chapter:**

> Thank you so much to everyone who commented on my last chapter! The response honestly overwhelmed me. I'm really pleased that my little Harry misdirect worked on you all, lol. I took liberties with the G.W. Bridge and cable cars, I know. Please excuse it, lol. And yes, at the end, that scene is directly inspired by Spider-Man 2002.


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